The Transformers My Little Pony Crossover 2
by TF crossover fan
Summary: Sequel to The Transformers My Little Pony Crossover. After the rebirth of Cybertron, the Decepticons return to Equestria in full force to invade it! As the Autobots try to liberate the ponies, they will gain help from unexpected allies...
1. Rising Menace

The Transformers My Little Pony Crossover 2

Chapter 1

**Note: This takes place after the TF G1 cartoon and LONG after the MLP FiM cartoon. Both belong to Hasbro, not me.**

The year was 2007.

Thanks to the efforts of Spike Witwicky and the Nebulans, the second Golden Age of Cybertron came to light. Optimus Prime and the Autobots had finally won their tragic war. The Decepticons however, while defeated, were still not destroyed…

The Decepticon armada was currently flying through space inside of the alt mode of the giant Headmaster Scorponok. Manning Scorponok's controls were Galvatron, leader of the Decepticons, and Zarak, leader of the Hive and Scorponok's Headmaster partner.

Galvatron gave Zarak a bitter look. He was still in denial about the fact that he had lost. _Again_. "It's a miracle we finally got this flying junk- pile of yours stabilized!"

"You were the idiot who opened the Plasma Energy Chamber, Galvatron." Zarak calmly responded.

"SILENCE! There's much to do. We will attack other planets, we will suck them dry, we will rebuild a planet a hundred times more powerful than Cybertron! And I will _RULE THE GALAXY_!"

"Who will rule the galaxy?"

"ME! It is my _DESTINY!_"

"We shall see, Galvatron. We shall see…"

And sure enough, the Decepticons did "see". After a whole week of aimlessly floating through space, the Decepticons had come across an alien planet. The Decepticons invaded, gained control of a major city, and were promptly booted off the planet by the alien's military in fifteen hours flat. Three days later, they tried to invade another planet. They were driven away in two minutes via the enormous missiles that were launched at them. This process repeated itself a dozen times over the course of the whole month. Sometimes the 'Cons were defeated in minutes, sometimes in days. But no matter where they went, they were always defeated.

Morale was practically non- existent for the Decepticons. Some said things were almost as bad for them now as it was after the destruction of Unicron, some said it was even worse than that. Energon was also in short supply for them. The Decepticons found it rather pitiful that the only way they could keep energized without having their afts handed to them was mining random moons and small desolate planets for minimal amounts of energy.

It was the most degrading thing ever for Galvatron, he could barely accept what was happening as it was. Then one day, he found something that only helped boost his insanity.

The Decepticons had landed Scorponok on a small primitive organic world so they could refuel. The crew was scattered about, forming a vague perimeter as they searched for viable mining spots. Galvatron himself was looking over the operation as usual, when something in the corner of his left eye caught his attention. A number of his troops were surrounding something, and he wanted to know what it was. The group of 'Cons consisted of four of the Combaticons, Blitzwing, Octane, Scourge, and the three Sweeps who somehow always managed to avoid death. Galvatron pushed his way through them, and saw what they were looking at. Swindle was in possession of a large number of energon cubes, and was giving them out to his comrades.

"Swindle, what is this?" Galvatron asked.

"Oh! Lord Galvatron! I- I was just giving out these energon cubes that I had found to my fellow soldiers!" Swindle responded.

Galvatron's optics narrowed. "I know a liar when I see one. Yes you are being truthful in that you are giving out these cubes. But I know you, Swindle. It's not often that _you_ just happen to "find" a sizable amount of energon such as this."

"I- I… I- I…"

"Where did you get this energon!"

"_I bought it_!"

"…What… did you just say to me?"

"When you ordered us to scout out for energy deposits, I went out a bit far and a few miles into the jungle, I met with some organic natives!"

"…Go on…"

"I- I noticed that they had a healthy stock of energon cubes, and seeing how everyone including myself was low on energon, and that I had a large sum of currency that the natives just happened to also consider valuable, I, bought some for us."

"…Swindle… you, a Decepticon warrior… a _COMBATICON for Unicron's sake_… just… _bought_ some energon?"

"Well, heh, yes."

"…gggGGGRRRAAAHHH! YOU CALL YOURSELF A DECEPTICON? YOU ARE A DISGRACE!" Galvatron was in full frenzy state now. "DECEPTICONS DO NOT BUY! WE TAKE WITHOUT PERMISSION! "BUYING" IS FOR, IS FOR… _AUTOBOTS_! IS THIS HOW LOW WE HAVE COME?" Galvatron then destroyed Swindle's energon cubes with his fusion cannon, and stormed off back to Scorponok, stomping and raging the whole way there.

Scourge silently watched the fiasco and couldn't but help snicker a little as Galvatron stormed off. When he turned around he jumped a little in surprise when he found Cyclonus and Soundwave standing right behind him.

"Alright Scourge, what did you do this time?" Cyclonus asked.

"I swear I didn't do anything," Scourge responded, "What happened was Swindle had bought some energon off a few locals, and then Galvatron had one of his episodes. I just happened to be a witness."

Cyclonus sighed. "Ever since our last defeat by the Autobots, the spirit of the Decepticon cause hasn't been very prominent. It appears now that even our Lord Galvatron is starting to crack. We need to remind him of the great ruler that he truly is, before the Decepticon Empire truly does fall apart."

With that Cyclonus, Soundwave, and a reluctant Scourge, made their way back to Scorponok and went to Galvatron's private quarters. When they got to the door they found Zarak already waiting there.

"I saw him go in there madder than usual," Zarak said, "What happened?"

"In a nutshell: very low morale of the Decepticon cause," Cyclonus replied, "It is imperative that we speak to him before he loses faith."

But before Cyclonus could knock on Galvatron's door, the door opened, and they heard Galvatron speak to them in an uncharacteristically welcoming voice. "Come in, come in, my fellow Decepticons…"

Cyclonus, Scourge, Soundwave, and Zarak entered the room and approached Galvatron, who was sitting at his desk at the end of the room. "Lord Galvatron, we wanted to speak to you about-"

"Yes Cyclonus, I know well about what you wish to talk about," interrupted Galvatron, "I know very well that the Decepticon Empire is not as strong as it once was. We are low on energon, our victories are few, and our current situation is pathetic. And just a short while ago, for a few minutes, I had actually given up on the Decepticons…"

Cyclonus and the others continued to listen in silence.

"…But then inspiration hit me! I remembered a world that we had long since abandoned. A world that the Autobots had stolen right out of our hands! A world so _deliciously rich in pure energy_, that if we were to conquer it, the Decepticon Empire will truly be able to rule the galaxy! And destroy the Autobots once and for all! AHAHAHAHAHA!"

"Really Lord Galvatron?" Cyclonus asked with a hint of excitement in his voice. "What world do you speak of?"

"…_Equestria_…"

A silence filled the room.

Then, Scourge flipped out. "No. _No_. _No, no, no, no, no,_ _**NO, NO, NO, NO!**_ **NO!** **ABSOLUTLY NO! I REFUSE TO RETURN TO THAT WRETCHED DIMENSION!**"

"We are returning to Equestria whether you like it or not Scourge!" Galvatron retorted.

"BAH!" Scourge then left the room.

Zarak had a very confused look on his face. "I'm sorry, but, I'm afraid I don't understand. What is this "Equestria dimension" that you speak of Galvatron? Scourge seemed very angry about it."

Galvatron chuckled. "Ah yes, our adventure in Equestria is quite the tale. Don't you remember Cyclonus? Soundwave?"

"Yes Lord Galvatron," Cyclonus said as he put his fingers to his forehead in obvious memories of frustration, while Soundwave merely nodded.

"So what happened?" Zarak asked.

"Thirteen years ago, in the year 1994, when I was known as "Megatron", the Autobots and Decepticons were experimenting with new space bridge technology. However due to a few technical mishaps, both parties, myself and Optimus Prime included, ended up being transported to an alternate dimension called "Equestria"."

"And what was this "Equestria" like?"

"You have seen our files on Earth, correct Zarak?"

"Yes."

"Well imagine Earth, except without humans, without any form of advanced technology, and the dominant form of life there are sentient talking horses of human mythology."

"….Suppose I believe you. If you have been there before, why have you not yet conquered it yet?"

"Oh trust me Zarak, if it was not for the Autobot's interference, the Decepticons would have easily won Equestria. And there were barely over a dozen of us at the time. Imagine if we brought ALL of the Decepticons there!"

"…You said Equestria was rich in energy. How rich?"

"Follow me." Galvatron then led Zarak out of his quarters, and brought him before Scorponok's main entrance. "I want you to look around Zarak. I want you to have a good look at this whole jungle. Now, I want you to imagine beneath the ground entire _layers _of crystals and gems completely chock full of energy everywhere!"

Galvatron saw a glint of greed in Zarak's eyes. Zarak turned to Galvatron and said one simple sentence. "Do you still have the coordinates?"

On that very day, the Decepticons began the construction of a new, giant space bridge. Using the one- way system that had long since been abandoned, the Decepticons spent a week alone in simply gathering the proper amount of materials, and it was another month until the colossal- sized space bridge was complete. So large was the device that all of the Decepticons, even the mighty Scorponok and Trypticon, could easily fit inside.

It was nightfall, and the Decepticons were just putting the finishing touches on the bridge. Breakdown and Dead End were currently on patrol duty, scouting the perimeter so as to weed out any spies or intruders.

"GAH!" Breakdown randomly screamed out.

Dead End gave a depressed and tired sigh. "What is it now, Breakdown?"

"In the forest! _Someone was watching us_!"

"Uh huh. Sure."

"No I swear I'm not seeing things! Just over where the trunks start getting really dark I saw a Cybertronian standing there!"

Dead End took slight interest in what Breakdown was saying and scanned the general area his teammate was pointing to. "An Autobot?"

"I don't know! All I saw was his silhouette and his glowing eyes! _Those eyes_…"

"Well my scanners aren't picking up anything Breakdown. Probably just your imagination again."

"I'm being serious Dead End! Dead End!"

As the two Stunticons walked away from the site still arguing, a dark figure enveloped within the shadows of the trees stepped out from behind the trunk he was hiding behind. As he watched the Decepticons, his red eyes burned with a lust for revenge…


	2. Dark and Lonely Days

Chapter 2

_Tick_

_Tick_

_Tick_

Pinkie Pie anxiously watched the clock as she sat down on her stool at the counter of Sugarcube Corner. She was waiting for the clock to strike six- thirty pm, the time she had designated herself for heading out. Thirteen years ago, on that very evening; _they _had left, promising to return. But that was thirteen years ago. Pinkie desperately hoped that this would be the year that they would return.

The clock struck six- thirty pm.

Pinkie got off her stool, grabbed her party gear, and headed to the door. 'Oh! I almost forgot,' she thought to herself. Pinkie walked over to one of the side pantries, and hauled out a giant bag of alligator kibble. She tipped it over a feeding bowl that sat next to a bowl of water, and filled it up slightly over the rim. Both bowls were labeled "Gummy".

"Gummy! Dinner's ready!" Pinkie called out to the upstairs. A few seconds later a nine foot long male alligator came lumbering down the steps, taking care not to trip. The alligator was toothless, had a blank, vacant stare, and was slightly dark green in color.

"I'm just gonna be out for a little while, okay Gummy? Try not to make a mess!"

Gummy looked up at Pinkie in acknowledgment, and began nibbling at the kibble. Now that Gummy had been fed, Pinkie resumed heading out the door. Once she was outside, she took out the key from her bag and locked the door. She briefly stared at the key, and sighed. She still wasn't over the Cakes moving away to distant lands, and in turn receiving Sugarcube Corner as part of what the Cakes called "her well- deserved inheritance". But at least they kept in contact by writing letters every so often.

Pinkie continued onward. There were five other places she had to drop by before she could go on to her waiting spot. Her first stop wasn't that far. Pinkie knocked on Twilight's door, not stopping, and almost hit Twilight herself when she finally opened it.

"Hello there Pinkie Pie," Twilight said as she placed a book down on her desk next to an aged Owloysius with her levitation, "What brings you here?"

"It's that time of year again Twilight. Please, will you wait with me again?"

Twilight's smile turned into a sorrowful frown, and her ears drooped. "Pinkie… they're not coming…"

"They will come! This is gonna be that year! Have some faith!"

"For the first few years I did believe that they would come back! But, after a while, I just lost hope. We all did Pinkie. You're the only one who still spends all night waiting, and it breaks my heart seeing you out there all alone every year!"

A small tear rolled down Pinkie's cheek. "So… you're not coming?"

"I'm sorry, but no."

Just as Pinkie began turning away, she snapped her head back. "Hey wait a sec, where's Spike?"

"He's over at Rarity's, helping her with some measurements."

Indeed, when Pinkie arrived at Carousel Boutique, she could hear a small commotion inside. She knocked on the door. The door opened to reveal a worried looking Rarity. "Oh! Pinkie! How convenient of you to stop by, I need your help!"

"Really? For what?"

"Come inside, quickly now."

Pinkie entered the building and looked around. "Twilight said Spike was here, but I don't see him."

"I'm up here."

"Huh?"

Pinkie looked upwards to see Spike barely hanging on to a banner from the ceiling. A tipped over ladder was laid down on the floor. "Hey Pinkie," he said, "Nice to see you. Now then, Rarity, _just use your magic to get me down from here already_!"

"But what if I drop you?" Rarity loudly replied.

"You won't! Gosh, ever since you came in second place at that fashion contest last month you have had absolutely _no_ confidence!"

"It was being held in Canterlot! And everypony was there! Even Fancypants! I lost in front of _Fancypants_!"

"OH FOR THE LOVE OF- oh no." The banner was starting to tear. "I swear if that thing rips I will-" The piece of banner that Spike was holding onto ripped away from the rest. "GAAAHHH!"

*splat*

When Spike landed, a picture frame containing a photo of the deceased Opalescence fell from a small table. Pinkie caught it just before it landed and placed it back on the table.

Rarity and Pinkie helped Spike up. The six- foot tall dragon managed to get back on his feet and steady himself. He looked down at them. "Rarity, seriously."

"I'm sorry."

Spike sighed. "Forgiven. We can take the rest of that stuff down later. Anyways, what brings you here Pinkie?"

Pinkie pawed at the floor a little. "I was thinking if you guys could, you know, camp out with me this year?"

Rarity and Spike looked at each other with unsure expressions on their faces. Rarity was the first to speak. "Darling, I'm sorry but, I just don't think they're coming. Besides, even if I did want to come, I have a very busy schedule this weekend!"

Pinkie looked to Spike. "What about you?"

Spike scratched the back of his neck, thinking about what to say. "Sorry Pinkie, but they're not coming back. And Twilight needs me to help out Owloysius on his night shifts."

"Oh… okay. I just thought I'd ask…" Pinkie left Carousel Boutique. Rarity and Spike both felt twinges of pity and guilt.

While on her way to Sweet Apple Acres, Pinkie came across Rainbow Dash and Tank. Rainbow Dash was trying to put a larger propeller on the one hundred- and fifty pound tortoise. "Dash!" Pinkie called out.

Rainbow Dash turned around, and smiled. "Oh, hey Pinkie. What's up?"

"Do you think you could, ya know…"

"I know what you're thinking Pinkie. I'm sorry, but the answer is no."

"But why not?"

"Look, I still wait for them all year just like you. It's just that I don't see the point in staying up all night once a year. Why did you pick that night again?"

"It's the night they left, Rainbow. I just thought it would make sense that they would choose today or tonight to come back. It seems appropriate."

"…Don't get your hopes up like the past few years, Pinkie. I don't like seeing you sad."

"I know. I know…"

The two ponies parted ways. Pinkie continued her trek to Applejack's farm. The whole way there all she could think was: 'This is gonna be the year, they pinkie promised, this _HAS _to be the year…'

As Pinkie progressed up the hill to the farm, off in the distance she could see the graves of Winona and Granny Smith. It was hard enough for Applejack, Winona's puppies, and everypony else when Winona died, but when Granny Smith passed away in her sleep, Applejack, Big Macintosh, and Apple Bloom practically lost it. All three of them had a nervous breakdown, not knowing what to do. Everything was settled when they found Granny Smith's will, which stated that the property of the farm now belonged to Big Macintosh. A respectful funeral in which the whole Apple family came from far and wide to pay their respects soon followed.

When Pinkie approached the farm, Winona's three offspring gave her a friendly reception. As she neared the barn she could see Applejack and Apple Bloom hard at work. Scootaloo and Sweetie Belle were also present, providing extra help. Sweetie Belle was levitating apple barrels while humming a tune to herself, and Scootaloo was stacking hay barrels. Scootaloo picked a hay barrel up, flew up to the top of the stack, and placed it there. Pinkie amused herself with the memories of the three young mares when they called themselves the "Cutie Mark Crusaders". However, they had ceased calling themselves that a decade ago, when all three of them finally got their cutie marks.

As Scootaloo flew back down to the ground, she noticed Pinkie approaching and called out to Applejack. Applejack looked up from her work and sighed. She knew very well what today was, and what Pinkie was going to ask. It practically tore her apart on the inside to do this every year.

Pinkie stopped in front of Applejack. "Applejack, please, just come with me this year. For old time's sake!"

Applejack's eyes watered up a little, but she did not shed a single tear. "Sugarcube, it's, it's just not worth it. To wait all night, hoping, and then to have no pay off feels terrible! And to see you so depressed, I just…"

Pinkie's eyes lowered to the ground.

"Pinkie Pie, it's been a full thirteen years. You have to let it go. Maybe they just forgot about us."

Pinkie's head snapped back up. Her face was a combination of anger, shock, and disbelief of what her friend had just implied. She turned around and left Sweet Apple Acres. Applejack only stood there, trying to figure out the flux of emotions that was inside of her. It wasn't until Apple Bloom tapped her shoulder a minute later that she somehow managed to muster the willpower to get back to work.

As Pinkie Pie neared Fluttershy's cottage, the sun began to set, so she figured it would probably be best if she tried this extra quiet. It was about at this time that Fluttershy put the animals to bed, as they were all young juveniles. None of the animals that were under Fluttershy's care when Pinkie first met the pegasus were alive today. Pinkie could not imagine what it must have been like for Fluttershy throughout the years; to watch her beloved animal friends die off one by one.

In a cruel twist of fate, Angel, Fluttershy's most loyal and loved animal friend, was the last to go. Fluttershy was at Angel's deathbed when the old bunny passed away. Fortunately, Angel, and all of the other animals, had left a legacy so Fluttershy would not be alone in the future. As expected, Fluttershy took great care and honor in raising their orphaned offspring.

Pinkie quietly knocked on Fluttershy's door. The door slowly opened just enough so that only Fluttershy's eye could be seen. "Yes?" Fluttershy quietly asked.

"Hi Fluttershy, it's me Pinkie," Pinkie Pie quietly responded so as to not wake up the baby animals, "It's that time of year again, and I was thinking you could wait with me for the night?"

Fluttershy fully opened the door. "Oh I'm sorry Pinkie, but, I have to be here for the babies. I really want to go along, I really do, but I have to be here in case one of the children gets a nightmare, or wakes up to see that I'm not present. T-That's okay with you right? I'm sorry, it's just that-"

"It's alright Fluttershy, I understand. Good night." Pinkie had a depressed expression on her face, and turned around to head back to Ponyville, her head slightly drooping.

Fluttershy closed the door, and gave a heavy sigh. 'Oh, how I wish I could wait there with her,' Fluttershy thought to herself. But, duty calls, she had to watch over the animals. Fluttershy climbed up onto her couch, and laid there, thinking about how much things have changed in all of their lives for several minutes.

Then, a distant noise caught Fluttershy's attention. She could hear footsteps.

_THOOM_

_THOOM_

Heavy footsteps. A glass of water next to Fluttershy on a drawer slightly shook, ripples briefly forming whenever a new footstep came up.

_THOOM_

_THOOM_

Fluttershy's heart began racing, fearing that a giant monster had decided to come out from the Everfree Forest and attack her cottage. Then, the footsteps stopped. A full minute of unnatural, disturbing silence passed, when finally three light knocks were heard from her door. Fluttershy thought against answering the door at first, but then figured that whatever had made those footsteps was gone now and that Pinkie Pie had returned to ask her a second time.

Fluttershy opened the door, and froze. A familiar figure was standing in front of her.

"Hey toots. Long time no see, eh?"

Rumble stepped aside, allowing Fluttershy to notice a second familiar figure that towered over both of them. Fluttershy could only scream in terror as a giant blue hand reached down to grab her.

"_**Hee hee ha ha ha ha hee ha**_!"


	3. Fall of Equestria

Chapter 3

Morning. Celestia had just raised the sun, and was on her way to breakfast. 'Why do I feel like having bananas this morning?' she thought to herself. About an hour later Celestia was sitting on her throne, reading various reports on political issues.

She was just looking over an article about a recent trade embargo between two distant nations, when Twilight, Applejack, Rarity, and Rainbow Dash suddenly burst into the room. The guards didn't bother stopping them, as they knew well that Twilight and her friends were among Celestia's most trusted associates. Besides, it usually meant something important was happening if they had just bust into the throne room this early in the morning.

"Princess Celestia!" Twilight cried out. "We need your help!"

Celestia put down the article. "What? What is it Twilight?"

"Fluttershy's been kidnapped! You have to help us!"

"Kidnapped? Twilight, are you sure?"

"Yes. When I went to her cottage to visit, her front door was left open, and I found strange footprints leading up to her cottage. Fluttershy wasn't anywhere."

"Hmm… Twilight, what I'm going to do is have a look at the "scene of the crime" myself. Meet me at Fluttershy's cottage as soon as you can."

With that Celestia quickly proceeded to the nearest balcony, and took flight. She touched down at Fluttershy's cottage a few minutes later; and found what Twilight had said was true. Two sets of strange footprints lead up to the cottage along the designated path. One set was small, but much larger than any pony's, and the other set was outright _huge_. But both were of the same vague square shape. Something tingled in the back of Celestia's mind, bringing up old memories.

'No, no,' she thought to herself, 'It can't be. If they truly wanted to return, they would have done so many years ago.' Celestia brushed off her suspicions for the moment and walked up to the cottage. The front door was left hanging wide open, ominously creaking as a small wind brushed against it. Celestia entered Fluttershy's cottage with caution. No lights were on, so Celestia lit up the main room with her glow from her horn. Celestia would never admit it, but she was downright _creeped out_ by the very atmosphere of Fluttershy's cottage.

The main window was broken. Half of it was lying on the grass outside, while the other half was hanging onto the wall with one hinge. A quiet breeze ever so slightly moved the curtains. Some of the furniture was overturned, and a couple of the pillows even had claw marks on them. A bookshelf lay on the floor broken in half, its contents spilled and pages littered the floor.

_CRASH_

Celestia quickly turned her head to the noise of a broken cup, which had come from the kitchen, and slowly approached it. She rounded the corner, expecting to find the culprit, but instead there was nothing. She was about to leave when she heard a small sneeze come from the cupboard. Celestia slowly opened the cupboard door, and found something that she was not expecting but in hindsight should have expected.

A small white baby bunny cowered at the sight of the alicorn, covering its head and closing its eyes hoping she would go away. Celestia gently used her magic to levitate the juvenile rabbit out of the cupboard and onto the kitchen table. The bunny was too scared to move; it looked up at Celestia with wide eyes and began to hyperventilate.

Celestia briefly closed her eyes, and began telepathically communicating with the bunny. _Calm yourself child…_

The bunny seemed to calm down, but it was still nervous. _Who's there?_ The bunny responded in its mind.

_I am Princess Celestia, a friend of Fluttershy. I will not harm you._

_Y-you're Princess Celestia? Mommy Fluttershy sometimes tells us stories about you…_

_What is your name?_

…_Junior. Angel Junior._

_Angel Junior, I have come to this place with a purpose. Please tell me, what happened here?_

_The… the monsters came._

_Tell me about these monsters._

_Mommy Fluttershy was just tucking us into bed, when one of her friends stopped by for a visit. After that happened, Fluttershy laid down on the couch, and a little while later someone knocked on the door._

_Please, keep going child._

_When she opened the door, a monster just a little taller than her was there, and an even bigger monster appeared and… and…_

Celestia gently set her wing onto Angel Jr.'s back, comforting him. _Be strong now. What happened to Fluttershy?_

…_The big monster grabbed her, and then even more of the smaller monsters burst out of its chest and started chasing us! We all got away, but I was the only one left hiding in the house._

_You were brave, young one. Do not worry, I will see to it that Fluttershy is found and rescued._

_Thank you…_

"Princess Celestia!"

At this surprise Angel Jr. jumped onto Celestia's head and hid behind her crown. Twilight, Applejack, Rarity, Rainbow Dash, and a drowsy Pinkie Pie who was not present at the throne room earlier, had entered Fluttershy's cottage without either the alicorn or bunny noticing.

"Princess, what is that?" Twilight asked.

Celestia slowly lowered Angel Jr. onto the floor. "Not what Twilight, but who. This is Angel Jr., one of the young animals whom Fluttershy cares for. I was just conversing with him about what happened."

"Is he a witness?"

"Indeed he is. He said that a group of monsters kidnapped Fluttershy last night, and attempted to take him and the other children as well. They failed on that part, but Angel Jr. was the only one left hiding in the house. He also mentioned one of you stopping by here for a visit last night, is that true?"

"That was me," Pinkie Pie explained, "I stopped by here last night."

"Did you see any of the creatures that took Fluttershy?"

"Nope, sorry."

"…We must return to Canterlot. Hurry now!" Everypony, except Pinkie, groaned, but then Celestia stopped Applejack. "Take Angel Jr. to your farm, I can't think of a safer place for him to stay while Fluttershy is absent."

"Will do 'yer highness!"

Applejack managed to catch up with the group later just as they were nearing Canterlot's gates. Celestia began explaining to Applejack just what exactly she planned to do. "This is going to be a high profile search and rescue mission. First we will search all of Equestria for Fluttershy, and once we find her, we will save her, and punish those responsible." The group passed through Canterlot's gates.

"Well don't we have any suspects?" Applejack asked. "I mean, there's gotta be a few obvious rotten apples. How hard can it be to find out who did it?"

"Allow me to answer your question!"

Everypony turned their head skywards and stared in shock as a large figure shot a blast down upon them. The shot hit the ground in front of them and propelled them back several feet while also creating a cloud of dust. "Is everypony alright?" Rainbow Dash yelled out.

As they regained their senses, the being who had fired upon them emerged from the heavy cloud of dust. None of them could believe what they were seeing.

"No…_no_!" Was all Twilight could say.

Celestia's eyes widened in horror. "Aw, buck my life."

"Princess!"

Celestia struggled back onto her feet, and took a battle stance. "_Megatron_!"

"Megatron" gave a cackling laugh. "AHAHAHA! I see you are still a fool, Celestia! My name is no longer Megatron. Now, I… am… _**GALVATRON**_! And I am more powerful than ever before!"

"We will defeat you! Guards!"

Every guard present either began charging a blast in their horns or aimed their spear at Galvatron. Galvatron sneered. "Oh, I do believe it will take more than_ that_ to stop me. Decepticons, _ATTACK_!"

Almost immediately, six Decepticons whom the ponies recognized as the Constructicons vaulted Canterlot's walls and began shooting apart the city. Before anypony could react, a group of Decepticons who they had never seen before also entered the city, and more, and more…

Dozens of Decepticons had infiltrated Canterlot in less than twenty seconds. Amidst the chaos the combiners had merged together and were now stomping through the city. The sight of Devastator, Menasor, Bruticus, Predaking, and Abominus rampaging through the city practically extinguished every ounce of courage in the city's guards. To add to the horror, Trypticon had joined the battle. And to make things _even worse_, Zarak and Scorponok appeared.

The battle raged on for a mere three minutes when, to everyone's surprise, Galvatron raised one of his hands, and yelled "Decepticons, CEASE FIRE!"

Every Decepticon momentarily stopped their rampage, and the air grew tense. Celestia looked to Galvatron. "What is this?"

"Celestia, I offer you a choice. Surrender now, and you shall all live to be our slaves, and your petty civilization will be spared. Or, continue fighting, and we will _destroy you all_."

Celestia looked at the destruction that surrounded her, contemplating what she should do. Then, she remembered. _What would have Prime done_? With a defiant tone and gesture, Celestia responded to Galvatron's offer. "No, we will not be your slaves. We will continue to battle and oppose you, no matter how powerful you are."

Galvatron smiled. "I suspected such an answer. Fortunately, I have taken certain… _precautions_. Soundwave, bring out the hostage!"

It was at this moment that everypony noticed that Soundwave had not participated in the battle. He was nowhere to be seen, in fact. Then, to their surprise, Soundwave appeared off in the distance, walking the path to Canterlot's gates. He seemed to be carrying something- no, somepony. Soundwave entered Canterlot and stood next to Galvatron. Everypony was in complete shock at the image before them.

Soundwave was holding Fluttershy against his chest with one arm, his blaster pressed lightly against the side of her head. Tears were flowing from Fluttershy's eyes.

"Accept Lord Galvatron's demands now," Soundwave said, "Or the pegasus is the first to die." Soundwave pressed the tip of his gun harder against Fluttershy's head, causing her to give a frightened squeal.

"You uncouth barbarian!" Rarity yelled.

"_**Hee hee ha ha ha ha hee ha**_!"

"What will it be Celestia?" Galvatron asked. "Continue fighting, or surrender? _Choose wisely_."

"Princess Celestia will never let you win! She'll rescue Fluttershy, and everypony else!" Twilight yelled. "Isn't that right Celestia? Celestia?"

Celestia was looking to the ground. "…N-no. We surrender. Guards, stand down."

"Celestia! What are you doing?"

"It's too dangerous Twilight! I will not risk anypony being killed."

Twilight was at a loss for words.

"_Excellent_." Galvatron said. "Decepticons, put every pony in stasis cuffs!"

And so was the fall of Canterlot. With Princess Celestia and the Elements imprisoned, everypony looked to Princess Luna for leadership. She too, along with Ponyville and Cloudsdale, was under Decepticon control in a matter of days.

Equestria now belonged to the Decepticons.

As soon as everything was organized, Galvatron put the ponies to work. Earth pony, unicorn, pegasus, and alicorn alike were all forced to mine the mountains of Equestria for the energy- rich gems that were inside. The Decepticons absorbed the energy and transferred it into their energon cubes. Soon enough the Decepticons began capturing other creatures from around Equestria such as dragons, manticores, diamond dogs, etc., and brought them to Canterlot, their new fortress headquarters, for "_experiments_". But there was one creature transfer in particular that made Twilight very suspicious.

One day, as Twilight and her friends were going to the mines to begin their work shifts, Motormaster drove by, with Blitzwing supervising him. "What's so special about these little glitches?" Motormaster asked. "They're just a bunch of giant useless bugs."

"Well Galvatron and Zarak seem to consider them important, so it's best we don't question them. Besides, as long as they're in stasis cuffs, they won't be any trouble." Blitzwing replied.

As the two 'Cons passed Twilight and the others, Twilight heard a disturbingly familiar buzzing sound emit from Motormaster's trailer. Twilight considered investigating, but soon forgot all about it when a Sweep landed near her and ordered her to get back to work.

**Three days later…**

Galvatron and Cyclonus were standing on one of Canterlot Palace's balconies, one of the more heavily built ones of course, speaking about energon reports. The time was ten pm. "The mountains holding this city are half depleted, Lord Galvatron," Cyclonus explained, "I recommend we find a new mining spot, soon."

"Very well Cyclonus. Scout the area only for exceptionally rich deposits." Galvatron replied.

Cyclonus and Galvatron began making their way to the door, when Galvatron stopped, and turned around, staring intently at the night sky.

"Lord Galvatron? What is it?" Cyclonus asked.

Galvatron continued looking at the sky, not bothering to so much as even glance at Cyclonus.

"…Someone's… coming… someone… I remember…"

"The Autobots?"

"…No, somebody else…" Galvatron felt a sickeningly familiar chill run down along his back, and turned to Cyclonus. "I want all Decepticon guards on full alert! If anyone sees so much as a _glimpse_ of something in the sky, they are to immediately report to me!"

"Yes Lord Galvatron!"

**Four days later…**

Galvatron, Cyclonus, Scourge, Celestia, and the Mane 6 were currently in an old Canterlot warehouse. Celestia was strapped down onto a table with Galvatron towering over her. Cyclonus and Scourge guarded the Mane 6 so as to make sure they did not escape.

"What is the point of this Galvatron?" Celestia asked in a demanding tone.

"You have been keeping secrets from us, Celestia. Until recently, we were unaware of a collection of weapons that you call "the Elements of Harmony". Explain."

"Where did you hear about this?"

"Soundwave overheard some of the slaves talking about your little elements, and how they hold enough power that can stop even us. I want that power."

"There is no point in even bothering, Galvatron! The Elements of Harmony only work for a select six ponies at a time! You are unable to use them. Even if you could, _I'd never tell you how_."

"Every weapon is mine to control! And besides, now you know why I brought along these specific six ponies."

"What, what are going to do to them?"

"Oh it's quite simple really. You see, I believe it is in reason to assume that you know where these elements are, and that these six know how to use them. All we need to do is extract that information from your little brains…"

"_You wouldn't_."

"_I would_. Lower the saw!"

Cyclonus pressed a button on a remote control, and a giant circular buzzsaw emerged from the ceiling, lowering itself down to Celestia. The Mane 6 cried out in horror, Galvatron began laughing madly, and Celestia stared at the saw with wide eyes as it came closer and closer.

'So, this is how it ends?" Celestia thought to herself. 'For me, my followers, and Equestria? I should have done more to stop this… I should have done-'

Suddenly, Optimus Prime crashed through the roof of the warehouse and landed between Celestia and the Mane 6. Optimus round- house kicked both Cyclonus and Scourge, ripped the saw off from the contraption that was lowering it just before it reached Celestia, and threw it at Galvatron. Galvatron ducked just in time to avoid the saw, which flew right over him and stuck itself into the wall. Goldbug and Cliffjumper burst into the warehouse from the back wall, guns drawn.

Galvatron's optics twitched. "Are you _slagging_ _**KIDDING ME**_?"


	4. The Return

Chapter 4

Optimus Prime and Elita One sprinted across the war- torn battlefield on Cybertron. A hundred yards behind them, Megatron and the entire Decepticon armada unleashed a hail of gunfire on them, and a hundred yards ahead of the duo, Omega Supreme awaited them in rocket form. Ironhide, Prowl, Jazz, Inferno, and Powerglide provided cover fire for Optimus and Elita as they neared Omega.

They had another fifty yards to go when a giant purple ray gun appeared from the sky and blasted them. Optimus and Elita were both launched a good sixty feet from each other before landing. As Optimus regained his senses, he saw the ray gun transform into its robot form and land on the ground.

Shockwave ignored Optimus as he walked over to Elita and lifted her up into the air by the throat. "Did you really think that you would escape that easily, Elita One?" Shockwave coldly asked.

As Shockwave aimed his arm gun straight into Elita's face, Optimus ran up to him and punched him aside. "GET AWAY FROM HER!" Optimus yelled.

Shockwave got back on his feet and fired a blast into Optimus' mid- section. Optimus grabbed the wound in pain and tried to keep himself steady, when Shockwave charged him and punched him to the ground. Shockwave planted his right foot firmly on Optimus' chest, and aimed his gun right in between his eyes.

"How foolish of me," Shockwave said, "To assume that I should have killed the femme first. No, I let my personal feelings of revenge get in the way. It is logical that I terminate you first, _Optimus Prime_."

"Hey Cyclops!"

Shockwave looked up from Optimus and received a ninja- kick to his eye from Elita. Shockwave staggered back and grasped his cracked optic. "GAH! You wretched glitch! You will pay for that!"

As Shockwave blindly flailed about away from Optimus and Elita, Elita motioned towards Optimus. "What's the matter Optimus? You losing your touch?"

Optimus gave a small chuckle. "No Elita, I've still got the touch."

Elita One offered her hand to Optimus, to which Optimus reached up to grab.

Just as their fingers were about to connect, a hand grabbed Elita's left shoulder from behind, and Elita One's chest exploded.

Optimus and Elita briefly stared in shock at the smoking hole in Elita's chest, when the culprit tossed Elita One aside like a ragdoll, and revealed himself. "Who would have thought that killing your one true love twice would feel so satisfying?" Megatron tauntingly asked.

The world around Optimus began to distort itself, seemingly affected by the rage within Optimus Prime that had not revealed itself since he first fought Megatron. Screaming like a madman, Optimus pounced onto Megatron, pinned him to the ground, and began delivering a vicious and unrelenting series of blows, never stopping, never hesitating.

When Optimus finally stopped, Megatron was barely conscious, his eyes and mouth bleeding energon. Optimus unsheathed his axe and raised it up, preparing for the finishing blow. A blast hit Optimus' hand, forcing him to take his optics off of Megatron. Soundwave was leading the Decepticons in a full on assault on Optimus to save Megatron.

Optimus knew well that he could not take on the whole Decepticon armada by himself, so he reluctantly left Megatron where he lay, picked up Elita One's body with both of his arms, and ran to Omega Supreme. Optimus finally reached Omega's ramp, and climbed into the ship with the rest of the Autobots.

"OPERATION RETAKE CYBERTRON: FAILED," Omega Supreme said as he left Cybertron's atmosphere, "NEW OBJECTIVE: RETREAT. DESIGNATION: EARTH."

Optimus Prime rushed Elita One to the makeshift med bay that Ratchet had miraculously created inside of Omega Supreme. When he got there, Jazz and Prowl were leaning against the wall, waiting for Ratchet's results. They both looked at Elita with solemn faces, and silently nodded to the med bay entrance. When Optimus entered the room, he looked to his left. Laid out on a series of small beds were the still forms of Chromia, Moonracer, Firestar, Greenlight, and Lancer. However, Optimus noticed that there was one bot that was still moving, albeit in small twitches. This bot was lying on the last bed in the row, at the opposite end of the room. Optimus had never met or seen her before.

Optimus looked to his right. Ironhide, Powerglide, and Inferno were standing over Ratchet, who was sitting down on a chair looking down at the ground. Their faces were filled with anxious worry.

"Ratchet, please, just tell me," Ironhide pleaded, "Is Chromia going to be alright?"

"And what of Moonracer? She's going to make it, right doc?" Powerglide asked.

"And Firestar! What of her? She can't go offline! Not now!" Inferno said.

Ratchet stayed silent. He looked up at the three bots, a grim, serious expression on his face. Ratchet silently shook his head, and looked away again. Ironhide, Powerglide, and Inferno knew well what Ratchet meant. They turned away from the medic, approached the line of beds, kneeled down by the still forms of their respective girlfriends, and began cradling their bodies, silently crying within.

"Ratchet." Optimus quietly said.

"Yes Optimus?" Ratchet responded.

"Did any of Elita's team survive?"

"Only one. She's at the back over there. Her name's Arcee."

"Is she new?"

"Yes. She said she joined Elita and the others just a year ago. But I assume you have other things on your mind now…" Ratchet was pointing to Elita.

"Yes."

"Put her over here." Ratchet said as he motioned to the table he was sitting at. Ratchet stood up and cleared the table of junk to make room for Elita.

Optimus gently placed Elita One's body on the table. "Ratchet, can she be saved?"

Ratchet examined Elita's injury. Megatron's fusion cannon had torn a sizable hole dead center through Elita's chest. Energon was leaking out of her at a rapid rate.

"Optimus… if there are any last words the two of you wish to share… now's the time. I'll… I'll wait outside with Prowl and Jazz."

As Ratchet left the med bay, Optimus silently stared at Elita. Elita's optics flickered, a clear sign that her time was coming.

"Optimus…"

"Yes Elita?"

"…You came all this way… to try to save me and the others from the entire slagging Decepticon army… that means a lot."

"You know well I would never leave a friend behind."

"Friend? Optimus, you know well that we are more than just friends…*cough*."

Elita began coughing slightly, tiny streams of energon were leaking from the corners of her mouth. Optimus grabbed Elita's right hand with both of his own, trembling slightly.

Elita One still tried to sound optimistic. "You know, throughout this whole war, I always figured that if I _did_ die, it would have been Shockwave who got me. But I guess it shouldn't be that much of a shocker that it's Megatron who did me in…"

"Don't talk like that Elita!" Optimus said. "You're going to make it."

"Who are you trying to kid, Optimus? Me, or yourself? My part in this war is over. It is time that I rejoined Dion and Alpha Trion."

Optimus tensed at the mention of both his long dead best friend _and_ long dead father figure. "Elita, please don't go. You… you're all I have left. Please don't go…"

Elita One smiled. "I won't be gone, Optimus. I will always be with you _here_." Elita tapped a finger onto Optimus' chest.

"…I love you, Elita One…"

"I love you… Optimus Prime. I… love… you… _Orion_… _Pax_…"

"…Elita? Elita One! Elita One! _Ariel_! _**AAARRRIIIEEELLL!**_"

Optimus Prime's optics shot wide open. He was currently lying down on his bed in his personal quarters in Autobot City on Earth. He looked out his window. The sun was rising. His personal clock said the time was 7 AM.

Optimus rose up from his resting place, placed his feet on the ground, and just sat there, thinking. This was the third night in a row he had had that nightmare.

That memory.

Three years ago, in 2004, Megatron had finally decided to shift his attention from Earth, and back to Cybertron. Optimus Prime had known well that Elita One's team would be utterly wiped out when the Decepticons launched their invasion, and so he had set out on a rescue mission in hopes of saving her and the others before it was too late. The Decepticons arrived on Cybertron mere minutes after the Autobots. The consequences left only one surviving member of Elita One's team, Arcee, the rookie. Fortunately, Arcee was the strong- willed type, and quickly adjusted to living on Earth. Ironhide, Powerglide, and Inferno however, did not speak or smile for over a week. Everybot understood, and everybot respected the turmoil they were going through.

It had taken Optimus Prime two weeks before he properly pulled himself together. All that he had from before the war, Dion, and Ariel, gone. Even Alpha Trion, the one who had saved him from death and taught him the ways of being a Prime, gone. And then, just a year later, in 2005, the Battle of Autobot City happened. The Decepticons had supercharged their weapons for this grand battle, which resulted in the deaths of many Autobots.

The casualty list was enormous. Of the Autobots who had originally arrived on Earth in the Ark, only three- Bumblebee(Later upgraded as Goldbug), Jazz, and Cliffjumper- survived. That number was bumped up to four when Optimus Prime was resurrected from the dead in 2006. The Autobots who had arrived on Earth in 1985 also suffered losses. Perceptor, Blaster, Powerglide, Warpath, Beachcomber, Cosmos, Seaspray, and Omega Supreme were the only survivors of the 1985 Autobots. Skyfire, the Dinobots, and the Autobots combiner teams were fortunate enough to also survive. In what could only be described as a miracle, all of the Autobots who were on Earth post 1985 had survived the battle. But that did not change the fact that so many good bots were now dead.

And all of this was because of one Cybertronian.

_Megatron_.

Or, as he now called himself, Galvatron. Optimus considered it a sick joke that for the dozens of dead Autobots, only two Decepticons were killed. Starscream by Galvatron, and Shockwave by Unicron, the Cybertronian God of Chaos and Destruction the surviving Autobots had told him about. The fact that Starscream was later resurrected by the decapitated head of Unicron did not make Optimus feel any better. 'For all of the dead Autobots, only I come back,' Optimus cynically thought to himself, 'And of the two dead Decepticons, only one stays dead.'

Optimus stood up from his bed, and exited his room. He proceeded down the hallways. Where was he going? To the Autobot Hall of the Dead. After the destruction of the original Autobot mausoleum; which, ironically, was destroyed by Optimus Prime when his body was being used as a puppet by the dreaded Quintessons; the Autobots decided to simply create a memorial hall within Autobot City itself. The room was placed at the edge of the city, so that it could continue expanding…

Optimus reached the door to the Autobot Hall of the Dead. Before he could punch in the code to open the doors, the doors opened by themselves, revealing Goldbug on the other side.

Goldbug looked up at Optimus. "Prime! I-I hope you don't mind that I was just-"

Optimus placed his hand on Goldbug's shoulder, and nodded. "I miss them too, old friend."

Goldbug returned the nod. "Thanks, Optimus." Goldbug then walked around Optimus, and disappeared down the hall. Optimus worried for that little bot. He really did.

Optimus entered the Hall of the Dead. For every dead Autobot, a statue and plaque was mounted in their honor and memory. The statues were organized in rows. At the front of every statue equal space was given so as to provide room for walking, and at the back of every statue the back of another statue was placed. Optimus thought that this organization style was somewhat similar to a library. The difference was that instead of finding which book you wanted to read, you were finding which Autobot you wanted to mourn for.

Optimus Prime found the row he was looking for. As he progressed, he passed by many dear friends. The statues of Ironhide, Ratchet, Prowl, Sideswipe, Sunstreaker, and many others stared down upon him. Optimus could not bear their gazes.

Finally, Optimus found the statue he was searching for. He read the plaque.

_ELITA ONE_

He looked up at Elita's statue, and stared. He stared into her face for a long time.

"I wish you were here to see our victory, Ariel." Optimus quietly said to himself. "I wish you were all here. Our victory was so close…"

**Elsewhere…**

Goldbug silently walked down the halls of Autobot City. So much had happened in the past few years. It was all over, right? Right? 'No,' Goldbug thought to himself, 'We are forgetting about something…"

Ever since the rebirth of Cybertron, a nagging thought had been buzzing around in the back of Goldbug's mind. He didn't know why, but he felt it had something to do with a promise…

As Goldbug thought about this, he passed by Autobot City's main control room. Ultra Magnus and Kup were currently on their shifts for monitor duty. He heard them talking as he continued walking away.

"Hey Magnus, a message just came through." Kup said.

"A message? From who?" Ultra Magnus asked.

"No idea. It doesn't say who it's from."

"Well does it say anything?"

"Yeah, yeah actually it does. It says… what the?"

"What's wrong?"

"Get a load of this. It says: _"Decepticons have taken control of Equestria. Come immediately if you want to save the ponies."_"

Goldbug stopped dead in his tracks.

"Is this somebody's idea of a joke?" Ultra Magnus asked . "I can't deal with this right now. Delete it."

"On it." Kup said.

"WAIT!" Goldbug cried out as he charged into the room. Goldbug pushed Ultra Magnus and Kup aside and stared intently at the screen.

"Goldbug! What the scrap has gotten into you?" Ultra Magnus said with annoyance.

"Yeesh kid you freaked out really badly there." Kup said. "Is there something you haven't told us?"

"Guys, listen to me, _this is not a joke_." Goldbug said. "_Nobody_ in this universe knows of Equestria except for the Autobots and Decepticons. This has to be real!"

"Oh really? Then how come _we_ don't know about this "Equestria"?"

"Because we never bothered telling you. AHA! There it is!"

"There's what?"

"A video file. Whoever sent this knew that we would have wanted proof that the letter was telling the truth." Goldbug clicked on the file, and the three Autobots observed the screen.

Whoever had filmed the video they were watching had done so from the side of a mountain. It was dawn. The screen zoomed in on a castle that Goldbug immediately recognized as Canterlot. From the castle gates they saw files of ponies marching down the path to what Goldbug assumed to be slave labor. The camera shifted slightly upwards and revealed Cyclonus standing on the castle wall, watching over the ponies. A stallion tripped, causing Cyclonus to yell at him and threaten to shoot him. The stallion hastily got back up and continued his march. The video ended.

Ultra Magnus and Kup were at a loss for words. "So, um, where were we when all this Equestria business happened?" Kup asked in confusion.

"It happened back in 1994, a good five years before you guys came along." Goldbug responded.

"Were those horses that we saw on there?" Ultra Magnus said.

"Not horses. Ponies." Goldbug corrected. "Equestria is in an alternate dimension where sentient animals rule, mostly equines."

"Anything else we should know?"

"Yeah. Magic exists there."

"…"

"The video evidence doesn't lie, Magnus."

"I know, I know. Okay, so, should we start letting everybody else know about this?"

"Abso- freaking- lutely."

"Alright. You should put out the call. I don't know why, but I think it would just sound more believable that way."

Goldbug nodded, and pressed the intercom button. "Attention all Autobots, attention please. This is Goldbug. All Autobots are to immediately report to the main control room. A message of distress has been received from Equestria. This is not a joke. Equestria is under Decepticon attack. Goldbug out."

Goldbug released the intercom button, and the three bots waited. In only ten seconds, they already heard rapid footsteps coming from the hall. The footsteps came closer, and sure enough, Jazz skidded into view.

"Goldbug! Are you being serious? I mean, is this the real deal?" Jazz asked with full- on anticipation.

"Yes Jazz, this is the real deal. We're going back to Equestria."

Before Jazz could cry out in joy, thundering footsteps began shaking the room. The Dinobots entered the room, looking more ready than usual for a fight.

"DECEPTICONS DARE ATTACK PONIES? RAAAW! ME GRIMLOCK WILL TEAR ALL DECEPTICONS APART LIMB BY LIMB IF THEY HURT FLUTTERSHY!"

Goldbug and Jazz were unphased and unsurprised at this outburst, but Kup and Ultra Magnus sure as slag were. "What's gotten into him?" Kup asked with slight nervousness.

"The Dinobots were very fond of the ponies, Kup." Jazz explained. "Especially one in particular named Fluttershy. Heck, Fluttershy was the one who taught the Dinobots to be civil in the first place."

Optimus Prime, Cliffjumper, and Perceptor entered the room next. "So, I heard that we're going back to pony world." Cliffjumper said as he cracked his knuckles. "Cons just made their last mistake."

"The proper term is Equestria, Cliffjumper." Perceptor said.

"Whatev-" Cliffjumper noticed that the Dinobots were all giving him death glares. "I-I mean, uh, sorry, of course. Equestria. That's what I meant."

As more Autobots began entering the room, Optimus approached Goldbug, Ultra Magnus, and Kup. "Explain to me what happened."

"We received this message from an anonymous source." Ultra Magnus said. "We were about to delete it, when Goldbug came into the room and told us it was real. We didn't believe him at first, but after we saw the video file that came with the message, we were pretty convinced."

"Show me this file."

"Yes sir."

Ultra Magnus played the video for Optimus, who studied it intently. When the video ended, Optimus Prime turned to the others. "Any thoughts on who may have sent this?"

"No sir."

Optimus thought this over. Who had sent the message? Whoever they were, they clearly wanted the Decepticons to be stopped as much as the Autobots did. But what if it was a trap? What if the Cons wanted the Bots to come to Equestria, and then wipe them out?

Irrelevant.

The fact is that the Decepticons are bringing harm to Equestria and its citizens. Optimus Prime would not tolerate it.

"Autobots. We are returning to Equestria."

The Autobots, especially the ones who were present during the first Equestria incident, gave a loud cheer. "Alright!" Jazz cried out. "So, how do we get there?"

The room fell quiet.

Goldbug did a facepalm. "Aw slag."

"What's wrong?" Optimus asked.

"Remember that space bridge we originally used to get there?"

"Yes?"

"And how we stored it away in the Ark for a time just like this?"

"Yes?"

"And remember when we told you about Trypticon destroying the Ark just a year ago?"

"…Oh."

"Oh what?" Cliffjumper said. "Can't we just build another bridge like last time?"

"Cliff, it took us _over a month_ to build the first bridge." Goldbug said. "For all we know, by the time we get there, Equestria will be a burning wasteland."

"Wait." Grimlock said. "Wasn't first Space Bridge put in really low parts of Ark?"

"Yes."

"So maybe it still in one piece."

The Autobots were initially skeptical of Grimlock's suggestion, but they really didn't feel like dissing the leader of the Dinobots. "You know, it probably wouldn't hurt to look." Perceptor said. The Autobots were quite surprised that Perceptor, of any of them, would agree with Grimlock's idea.

"Know what? Slag it. We got a bridge to dig up folks!" Jazz said.

The Autobots set out from Autobot City and made their way to the Ark's resting place. The inactive volcano had been buried under hundreds of tons of rock by Trypticon, and the Bots wasted no time in clearing a way to their old ship. After half a day of digging, they finally reached the Ark.

The shuttle doors opened, and they all stepped inside. "Never thought I'd be in here again…" Jazz said in a nostalgic way.

Optimus Prime approached a familiar looking computer. The screen was shattered and the circuitry was strewn about the floor. "Teletraan 1." Optimus said.

Perceptor crouched down to observe the insides of Teletraan 1, and shook his head in dismay. "It is beyond repair." He said.

"Didn't Teletraan 1 have, like, _all_ of our info on Equestria?" Cliffjumper asked.

"Not all of it." Optimus Prime said as he tapped his head. "I wrote a series of records during our time there. I have files on people we met, events that occurred, and, most importantly, the inter- dimensional coordinates to Equestria. Now come along. If my memory serves me right, the lower storage rooms should be down this hall."

The Autobots followed Optimus down the dark hallway. Their only sources of light were their built- in flashlights. Finally they reached the bottom floor of the Ark. A series of doors lined the hallway. "I want everybot to search a room." Optimus ordered.

The crowd split up into several small groups and searched the various rooms. Optimus, along with Goldbug, Jazz, and Cliffjumper, entered the first room to the right. After a short while, Springer called up Optimus on his com link. "Optimus, this is Springer. Arcee, Hot Rod and I found a space bridge in one of these rooms. It might be what you're looking for. We're in the third door to the left."

Optimus exited the storage room and proceeded to Springer's directions. Sure enough, behind a small series of crates and boxes of junk, was the one- way Space Bridge. "Bring it outside." Optimus said.

Over the course of the next two days, the Autobots dismantled the space bridge with delicate precision and carefully carried the pieces back up to the surface. Some of the larger struts took a few hours just to get around a single corner.

After finally getting every piece to the surface, the Autobots rebuilt the space bridge. This, too, took another whole day. Perceptor was messing with the main wires, hoping that it would turn on, when-

*_**zzt**_*

- The Space Bridge came back to life.

_**VRROOOM**_

The Space Bridge came online with a brilliant show of light, which then faded away, and waited for any Autobots to step through.

"Before we start our rescue mission, I want everybot fueled up and ready for battle." Optimus Prime said. "Afterwards, we'll decide who goes, and who stays behind to man the space bridge."

The Autobots saluted, and made haste to Autobot City. Optimus Prime stayed behind, guarding the space bridge. 'So, it all comes down to this? Will this be a swift victory? Or something else entirely?'

About forty minutes later, the Autobots returned, fully fueled and ready for a fight. Optimus noticed that there was one among their ranks that was not present earlier. "Spike Witwicky? What are you doing here?"

Spike was riding inside of Goldbug. He stepped out and smiled at Optimus. "I missed out on that first fiasco you guys had with the ponies. I'm not missing out this time!"

"It'll be dangerous."

"Optimus, I've been helping you fight the Cons and just about every other villain and monster in the galaxy for the past twenty three years. I _live_ and _breathe_ danger."

"And what about Daniel and Carly? Do they know about you joining us?"

"They know. I talked to them. Told 'em I was going on a mission with the Autobots, for old time's sake, ya know?"

"And how did they respond?"

"Daniel wanted to come along and Carly was worried sick. But I told them everything was going to turn out okay, so now I'm here."

Optimus sighed. "Well, there's obviously no convincing you to not come. Very well."

Optimus turned to the Autobots. "Autobots, I know that all of you want to come along, but we cannot take everybody. Some of us will have to stay behind. Now, I want you to decide amongst yourselves who will come along."

The Autobots huddled up in one massive crowd. That is, everybot except for Goldbug, Jazz, Perceptor, Cliffjumper, Grimlock, Slag, Sludge, Snarl, Swoop, Warpath, Powerglide, and Beachcomber. They just walked right up to Optimus. "Before you say anything Optimus," Jazz said, "We figured that we get to go automatically since we were there the first time. We got a lot of friends we want to say hi to." Optimus understood Jazz's sound reasoning. He nodded and let them line up behind him.

The other Autobots reached their final decision, and the chosen Autobots stepped forward. The Aerialbots; Silverbolt, Air Raid, Fireflight, Skydive, and Slingshot;, The Protectobots; Hot Spot, Streetwise, Blades, Groove, and First Aid;, Skyfire, Blaster, Ultra Magnus, Arcee, Springer, Kup, Hot Rod, Blurr, and Wheelie.

"This is your final decision?" Optimus Prime asked.

The Autobots saluted. "YES SIR!"

"Good. Everybody, into the bridge!" The Autobots all entered the space bridge. It was a tight fit; there was only room for one more bot: Optimus. Before he entered, Optimus entered the coordinates to Equestria into the space bridge.

Outback approached the controls. "Anytime, mate."

"Do it."

Outback activated the teleportation sequence. The world around the Autobots in the Space Bridge distorted and showed various trippy colors. They had no bearings on where they were. Then, they all landed on solid ground. Just thirty meters from them, was the opening to Equestria. The Autobots stepped out of the portal, which closed behind them. They were in a green meadow, far from Ponyville or any other civilization. Those who had not been to Equestria before looked around in wonder. They were amazed at the purity and beauty of the land. Those who were returning simply loaded their rifles and observed the area for any ponies to help, or any Cons to fight. Before Optimus could give any orders, Blaster spoke up. "Hey guys, I'm picking up a signal. Any of you getting it too?"

Indeed, all of the Bots were receiving a signal of some kind. When they pinpointed it, they discovered that it was coming from the base of a mountain at the edge of the Everfree Forest. "Someone wants us to go there." Blaster said.

"The same guy who sent us that message?" Kup asked.

"It's gotta be. No way is this a coincidence. Somebody is _helping us_."

"As grateful as I am," Springer dryly said, "We still don't know who's helping us. It's probably a trap."

"Only one way to find out." Optimus said. "Autobots, transform, and roll out!"

The Autobots transformed and proceeded to wherever the signal was taking them. As they drove through the dense forest, their elevation began to rise ever so slightly. They were climbing up a mountain. After reaching a mere one hundred feet in altitude, the signal ended. They transformed into their robot forms and proceeded with caution. Optimus noticed a blinking cube on the ground. He crouched down and picked it up. It was a simple, plain cube with a blinking red light on its top.

What really interested Optimus though, was that there was a note attached to the cube. It was written in clear Cybertronian.

_The doors are just ahead_

Doors? What doors? Optimus looked up. Ahead of him was the mountainside, its wall flat and cleanly cut. 'Wait. Mountains are never "flat and cleanly cut"' Optimus thought to himself.

Optimus approached the rock wall in front of him, and touched it with one hand. The wall began to grumble, and split into two pieces while retreating into either side of the mountain. Optimus motioned the other Autobots to come inside. The cave was very spacious. Several large tunnels split away from the main cavern in a very even way. Almost as if it was a…

"Someone built a base for us?" Jazz exclaimed.

Upon further examination, the cave- or, base, as the Bots were now calling it- was built just like a typical Cybertronian building. There were halls, rooms, even a hanger on the upper level for the flying bots to take off from.

"Alright everyone, listen up." Optimus said. "So we have a base of operations now. That's good. But it is not our concern now. Our primary objective is to save the Equestrians! We just need to know where Galvatron is…"

Silverbolt stepped forward. "I'll scout ahead Optimus. I'll stay high and out of sight from the Cons."

Slingshot snickered. "You sure you wanna go _**really high**_, Silverbolt?"

"Shut up."

"Lock it down you two." Optimus said.

Silverbolt and Slingshot answered simultaneously. "Yes sir."

Afterwards, Silverbolt took off into the skies. He returned in ten minutes. "I spotted Galvatron. He and just about every other Decepti- creep are bunkered down in some kind of castle."

"Canterlot. The capital city of Equestria." Optimus said.

"Also, he seemed to be leading seven horses into some kind of warehouse. Cyclonus and Scourge were there, also."

"I don't like where this is going." Spike Witwicky said. "Optimus, if we're gonna do this, we have to do this _now_."

"Agreed, Spike." Optimus said. "Autobots, gather around. I have an idea."

**Later, one mile above Canterlot…**

Skyfire circled Canterlot, taking care to stay behind the clouds. His shuttle door was open, at which Optimus Prime stood waiting with a parachute on his back. "Prime, are you sure this is a good idea?" He asked.

"It's our best chance of taking the Decepticons by surprise, Skyfire." Optimus responded. "As I drop in from above, Springer will fly in with Goldbug and Cliffjumper and come through the side. Then, the rest of you will infiltrate the city. We will liberate the ponies, defeat the Decepticons, and go home."

"Well, alright then. Ready whenever you are, Optimus."

"Be ready on my signal." Optimus scanned his drop zone of warehouses, searching for a sign that would tell him which one was the right one. Then, he heard exactly what he wanted to hear emit from one of the warehouses. He could hear Galvatron and Princess Celestia bickering. Then, he heard a third noise. To his horror he realized it was a saw.

"Autobots, begin Operation: Liberation now! Go! Go! Go! Skyfire, get me at a good angle!"

"On it!"

Skyfire tilted to his side slightly so that Optimus could get a view of the warehouses. Optimus Prime jumped out from Skyfire, and positioned himself in a diving posture, so that he would pick up speed. When he was close enough, he shifted himself so that he was upright again. He was just three hundred feet above his target. Optimus briefly deployed his parachutes so that he would slow down and not end up in stasis lock. He unsheathed his axe, cut the parachute lines, and continued falling feet first.

"Autobots, I am engaging the enemy!" He yelled over his com link.

_**CRASH**_

Optimus Prime crashed through the warehouse roof, and landed in between Celestia, who was on a table with a buzz saw just above her, and the Mane 6, who were guarded by Cyclonus and Scourge. On the other side of the table was Galvatron. All of them were shocked at Optimus' surprise appearance.

Optimus round- house kicked both Cyclonus and Scourge away from the ponies, ripped the saw off of the contraption that was lowering it just before it reached Celestia, and threw it at Galvatron. Galvatron ducked for cover as the saw flew over him and stuck itself into the wall. Goldbug and Cliffjumper burst into the warehouse from the back wall, guns drawn. Optimus looked over to Galvatron.

Galvatron's optics twitched. "Are you _slagging __**KIDDING ME**_?"


	5. Failure

Chapter 5

As Cyclonus and Scourge started getting back on their feet, Goldbug and Cliffjumper promptly jumped onto their backs and pinned them to the ground. Optimus Prime quickly freed Celestia from her bonds and set her down by the other ponies. They were staring up at him in shock.

"Optimus… is it really you?" Twilight asked.

"Yes Twilight Sparkle, I, and the other Autobots have returned to save you-"Optimus ducked as Galvatron fired a blast from his fusion cannon at him, "- From the Decepticons! Now go! Quickly!"

"But what about you!"

"I'll hold Galvatron off! Goldbug, Cliffjumper, get them out of here safely!"

"On it Prime!" Goldbug called out as he approached the ponies. Cliffjumper gave both Cyclonus and Scourge a good kick in the head to make sure they stayed down for a while.

The two bots opened the doors to the warehouse and quickly left with the Mane 6. However, Celestia stayed behind with Optimus.

"Celestia, why are you still here?" Optimus asked as he grappled with Galvatron.

"A ruler of a country never flees to leave her home defenseless," Celestia replied, "And I am most certainly not letting you have all the fun with Galvatron!"

"You two make me sick." Galvatron said as Optimus and Celestia tackled him. Before he became too distracted, Galvatron managed to give Cyclonus and Scourge, who were on their feet, their orders. "Cyclonus! Scourge! Get those six ponies! They are the keys to me gaining the Elements of Harmony!"

"Yes Lord Galvatron!" Cyclonus said as he saluted. Scourge simply rolled his optics. The two Decepticons then flew through the giant hole that Optimus had created in the ceiling.

**Outside…**

When Goldbug, Cliffjumper, and the Mane 6 exited the warehouse, they stepped into a warzone. Everywhere in Canterlot they could see Autobots fighting against the Decepticons. The sheer _chaos_ of the scene was very disorienting. The group of eight ran through the hail of gunfire and debris. Soon enough they took cover behind a large pile of concrete. A ways off to their right, another group of Autobots the ponies did not recognize fired upon the advancing Decepticons.

"You kids say with us!" Cliffjumper yelled over the roar of explosions and firearms. "We're getting you out of here!"

"We're not kids anymore CJ!" Rainbow Dash said. "We're adults! Hoof, we were adults when we first met!"

"Meh. You're all still pretty young compared to me."

"This isn't solving our problem!" Goldbug interrupted. "We have to focus on getting the girls out of here!"

"I-I'm sorry, b-but I don't think w-we've met each other b-before…" Fluttershy cautiously said. The battle was clearly getting to her.

Goldbug looked down upon the frightened Pegasus. "Surely you recognize me, Fluttershy?"

Fluttershy's expression turned from fear to wonder. "…_Bumblebee_?"

"Yes. You once knew me as Bumblebee. But since we last met, I have been upgraded into this new form. Now, I am known as Goldbug."

"Okay Bumb- I-I mean, Goldbug."

"Don't worry about it." Goldbug said as he lightly patted Fluttershy on the head, which seemed to comfort her.

Applejack looked skywards and frowned. "As much as I hate to ruin this moment, but, LOOK OUT!"

Cyclonus and Scourge landed down hard onto the ground in front of the ponies. They quickly shot down Goldbug and Cliffjumper with their guns and advanced towards the ponies.

Cyclonus put the end of his gun point blank into Twilight's face. "Now no funny business." Cyclonus said. "Or you all get to meet my little friend here." He was lightly tapping his blaster for a more intimidating effect.

The response he got from Twilight was not what he was expecting.

"Sweet Celestia. _Dear sweet Celestia I just realized_. You're Skywarp!" Twilight announced pointing a hoof at Cyclonus.

Cyclonus flinched at the mention of his old name. "Wasn't it obvious?" He dryly asked.

"No not really. I always assumed you were some random new Con."

"Well, I suppose that's better than being mistaken for formally being that foolish Insecticon Bombshell."

"What's an Insecticon? And who's Bombshell?"

"The Insecticons were a team of Decepticons who resembled giant bugs. Bombshell was their leader. Or was it Shrapnel who was their leader? Bah, like I care."

"Wait, why would you be mistaken for a bug?"

"The Insecticons were upgraded at the same place and time as I. They are known as the Sweeps now."

Twilight looked at Scourge, who was behind Cyclonus, with an expression on his face that said _"I can't believe I'm watching this conversation unfold during the middle of a battle." _"Wait, then isn't _he_ an Insecticon?"

"I'm an exception." Scourge said. "Look I'll just cut to the chase and tell you who you used to know me as. I was Thundercracker. When I was upgraded, the Insecticons were made into little mini version of me, as they were my huntsman."

"Who upgraded you?"

"…You know what, slag it. Cyclonus, we have wasted too much time talking to these persuasive organics."

Cyclonus nodded. "You're right." Cyclonus pointed his gun back at Twilight. "Anyways, where were we? Ah yes. Now no funny business or you all get to meet my little friend here."

Twilight rolled her eyes. "Look, Sky-"

"IT'S CYCLONUS!"

"Whatever. Look, we know that you're trying to be all intimidating and stuff, but we all know that "your little friend" isn't really alive."

Cyclonus' gun then jumped out of his hand, transformed into its robot mode, and pulled out its own gun. "Name's Nightstick. Now how about _you_ say hello to _my_ little friend?"

"Oh. Well…_that_ was unexpected."

As the Decepticons approached the ponies, Pinkie Pie jumped up next to Twilight. Pinkie tilted Twilight's head down, grabbed her tail, and took aim.

"Oh yeah? Well how about _you _say hello to **MY LITTLE PONY**!" Pinkie Pie then unleashed a hail of energy bolts upon Cyclonus, Nightstick, and Scourge.

Goldbug and Cliffjumper woke up to find the three Cons lying unconscious against a wall. "Okay, which of you did that? Because that's pretty awesome." Cliffjumper said, obviously impressed.

"Oh well Twilight and I-"Pinkie was cut short by Goldbug. "That's great and all guys but we have to go RIGHT NOW!"

The group made a mad dash for the gates of Canterlot, which were approximately just eight hundred feet ahead of them. As they drew nearer, a pack of five horrific monsters jumped out from the shadows in front of them. These were the Terrorcons; Hun-Gurrr, Rippersnapper, Blot, Sinnertwin, and Cutthroat.

Sinnertwin made the first strike. His two monstrous heads bore down on Goldbug and Cliffjumper, clamping down on their shoulders with crushing force. The other Terrorcons began, well, terrorizing the ponies. Cutthroat flew after Rainbow Dash into the air, Rarity and Pinkie Pie fended off Rippersnapper, and Twilight and Applejack dodged Hun-Gurrr's rapid attacks. But most horrifically, Blot went after Fluttershy.

Fluttershy screamed and ran between Blot's legs, prompting the saurian monster to twirl around and attempt to bite her in half. Blot missed and instead smashed his head into the dirt below Fluttershy. Blot lifted his head up from the ground and found Fluttershy lying down on his snout, facing directly at him, shaking with fear. Blot growled, causing Fluttershy to give a shriek and jumped off his snout running. However, as she did so she accidently bucked Blot in the optic. Blot grabbed onto the injury with both hands and began roaring in pain.

Fluttershy took notice and cautiously approached the injured Con. "Oh! I-I'm sorry! Can you ever forgive me? Here, let me patch you up-"Fluttershy was smacked by Blot as he roared in fury at her. Fluttershy was sent flying twenty feet down the street before stopping. As she looked up at her approaching aggressor she realized her front right ankle was sprained and her left wing was clipped.

"Ow!" She squeaked as she tried to move.

Fluttershy looked up. Blot was bringing his massive toothed maw down upon her. Just as the disgusting Terrorcon was going to devour Fluttershy, a massive metallic tail swung over Fluttershy's head from behind and hit Blot, sending the monster crashing into a nearby building. Fluttershy looked up to her savior.

"Grimlock!" Fluttershy yelled out.

"Me Grimlock here for you boss Fluttershy!" Grimlock said. Grimlock transformed into robot mode and gently picked the injured Pegasus up with both hands. "You safe now."

Fluttershy began crying. "_Thank you_…"

Grimlock momentarily looked down upon her with sadness, and then redirected his attention to the battle with new found ferocity. "DINOBOTS! ENGAGE TERRORCONS!"

Slag, Sludge, Swoop, and Snarl seemingly appeared out from nowhere to join the battle. As Swoop intercepted Cutthroat, Slag, Sludge, and Snarl took on Hun-Gurrr, Rippersnapper, and Sinnertwin. Grimlock noticed Blot emerge from the building he had sent him flying into just a few seconds ago. Blot was charging forward to attack. Holding Fluttershy with one arm, Grimlock whipped out his sword with the other and slashed the Terrorcon. Blot fell to the ground, alive, but badly leaking energon from the gash on his chest. The othe ther Dinobots soon finished off the Terrorcons, and regrouped with the ponies.

"Holy scrap good thing you guys showed up!" Goldbug said. "We would've been sent to the scrap pile for sure!"

"All in day's work." Grimlock replied. "Hey, where Optimus?"

An explosion was heard off in the distance, and Optimus Prime himself was seen flying over the group and crashing at the gate entrance. Before the group could go over to him, three Autobots appeared from the mayhem behind them. It was Powerglide, Warpath, and Beachcomber.

"Holy slag! Did you see that?" Powerglide said.

"How could I WAPOW BAMO not?" Warpath replied.

"Cut the chit chat." Beachcomber said. He walked over to the Mane 6. "Listen, the Cons are coming in fast, you have to- **GAH**!"

Beachcomber's legs were both blown out at the knees. The Autobot hipster fell to the ground, grasping his gruesome wounds. Menasor and the Combaticons; with Brawl in the lead in tank form and Menasor in the far back; were advancing on the Autobots and ponies. Powerglide's wings were blown off of him and Warpath received several crippling blows to the mid-section.

As the Cons drew closer, the Bots and ponies heard the screeching of tires behind them. They turned around just as a white sports car zoomed past them towards the Cons. Brawl fired at the car, and missed. The car picked up speed and began transforming while still going forward.

Now in robot form, Jazz did a spinning jump onto Brawl, and grabbed his tank cannon. "Come on, Decepticon punk!" Jazz yelled. Jazz pulled the cannon's direction away from the Mane 6 as it fired again.

Furious now, Brawl transformed while Jazz was still on top of him. Jazz began kicking and punching Brawl's head, but was grabbed by the larger Combaticon and thrown into a nearby café. Jazz quickly got back onto his feet and prepared to re- engage the Cons, when he saw Galvatron flying right at their location.

'He'll tear them apart!' Jazz thought to himself. He looked over to the others. They were outnumbered, in critical condition, and Optimus was not only too far away, but also carrying serious injuries. 'They need time…"

Just as Galvatron passed him, Jazz grabbed onto the Decepticon leader's legs. Distracted, Galvatron veered away from the ponies and began grappling with Jazz in the air. Eventually, Galvatron landed down on a building a ways behind Menasor with Jazz pinned under his feet.

"Hey Galvs, what's shaking?" Jazz taunted.

Galvatron growled and picked Jazz up. "Come here you little cretin!"

Jazz whipped out his rifle and started shooting Galvatron while upside down. "You want a piece of me? HUH? YOU WANT A PIECE OF ME?"

"NO! I want _TWO_!"

Galvatron raised Jazz over his head with both arms, and ripped Jazz in half at the waist.

Twilight, Pinkie, Fluttershy, Rainbow, Applejack, and Rarity watched this event unfold in sheer horror as Galvatron cackled madly, still holding Jazz's two piece corpse.

"RRRAAAAHHH!"

The ponies twirled around, expecting to see the Dinobots in a fit of fury, but no. Optimus Prime, with his axe unsheathed, charged past them and straight at the Cons.

Charging down the street, Optimus slashed Brawl aside, lifted Swindle into the air and smashed him down into the ground with his axe, sliced out Blast Off's legs from beneath him, and brought down both Onslaught and Vortex in two swift moves, without stopping his pace even _once_.

Menasor made a sideways swipe at Optimus with his massive sword, but Optimus somersaulted over the blade, rolled, clenched his left fist, and punched out Wildrider from the rest of Menasor. The giant struggled to keep his balance on one leg, and toppled over, leaving Motormaster, Drag Strip, Dead End, and Breakdown in a beaten pile. Optimus stopped his rampage and looked up. Above him was Galvatron. The two glared at each other.

"GALVATRON!" Optimus yelled.

"PRIME!" Galvatron responded. Galvatron casually tossed Jazz's remains aside to the street below, and leaped down from the building, landing in front of Optimus.

Galvatron tackled Optimus and began taunting him. "If you don't mind me asking, Optimus, but why is it that I am always involved whenever your loved ones _DIE_? AHAHAHA!"

"Your evil ends today, _Galvatron_…"

"Which is most unlikely." A new voice said.

Optimus looked up to see Scorponok, with Zarak in control, looming over him. The gigantic scorpion reached down with a claw but was blasted aside by an incredible ray of energy. Celestia reappeared, bloodied and beaten, in the sky, flanked by Luna and a small group of guards. This grand entrance was ruined when Ramjet, Thrust, and Dirge soared in and began scattering the ponies. Trypticon, who was elsewhere when the battle began, came in from the mountainside and indiscriminately shot Canterlot apart. Optimus redirected his attention to Galvatron when the latter attempted to bring down a purple mace onto Optimus. Optimus parried the blow with his axe and kicked Galvatron aside.

'We cannot win this.' Optimus thought to himself. 'We will be killed.'

"Autobots! Equestrians! Retreat!"

Celestia and Luna dropped down next to Optimus. "What does thou mean "retreat"?" Luna asked. "Surely the fight is ours!"

"It is not. Celestia, Luna, listen to me, if we do not pull back now, we will all be slaughtered."

"Do you have a place to fall back to?" Celestia asked.

"Yes, yes I do. Now quickly, order the ponies to go!"

Celestia sighed. "Very well. Everypony! Retreat! The battle is lost! Go with the Autobots!"

The remaining Autobots began scooping up as many ponies as they could, and retreated through Canterlot's gates. Optimus turned on his com link. "Aerialbots! Skyfire! Fend off any and all Decepticons who try to follow us to our base!"

"On it." Six voices replied at once. Overhead, Optimus saw the flying Autobots engage with the flying Decepticons, confusing them for just enough time for the others to escape. Optimus was just about to go back for any Autobots left behind, when Decepticon reinforcements arrived. With circuit wrenching regret, Optimus Prime transformed and left Canterlot.

The Autobots had failed their rescue mission.

Galvatron got back on his feet, and flew up to the front wall on Canterlot. He eyed the horizon. He could see the Autobots going farther and farther away. Then, he turned on his com link. "Attention all Decepticons, this is Lord Galvatron. All Decepticons are to immediately return to Canterlot and give up pursuit of the Autobots. That is an order!"

Galvatron leapt down from the wall. Walked through the ruined street, he was approached by Zarak.

"Galvatron," Zarak said, "Why have you ordered your troops to give up hunting the Autobots?"

"Because we have suffered heavy losses, and are in need of repairs." Galvatron replied. As he continued onward, he noticed the forms of Beachcomber, Warpath, and Powerglide on the ground. "Check them." He ordered a trio of nearby Sweeps.

The Sweeps scanned the three Autobots. "They still live." A Sweep said. "Should we finish them?"

"No. Send them to the lower dungeons. I want their deaths to be long and drawn out."

Then Galvatron heard coughing and sputtering. As he walked toward the noise, he passed by Jazz's twitching lower half. Just forty feet from the piece of carnage Galvatron found the source of the noise: Jazz's upper half, still alive, and still functional. However, energon was oozing from the giant hole where Jazz's waist once was at a rapid rate. The same could be said for his mouth.

Galvatron crouched down by the injured Autobot, put his hand to his back, and gently lifted his posture up so Jazz could properly face him. "My, my, aren't _you_ the resilient one?" Galvatron said.

Jazz spat a glob of energon into Galvatron's face. "_Go to The Pit_." Jazz scowled.

Galvatron, barely containing his anger, wiped the energon off his face. "Normally I would end you here and now, Autobot, but I want you to _suffer_, and I want you to bear witness to Prime's defeat."

"Prime will never give in!" Jazz said. "He will beat you. He always does."

"We'll see about that. Put him on life support and throw him in with the others." A pair of Sweeps flew in and carried off Jazz.

Galvatron gave a soft chuckle. Things just became a lot more interesting…


	6. The Price of War

Chapter 6

The Autobots and ponies did not stop during their retreat from Canterlot. They had temporarily slowed down to pick up a few brave escapees when they passed through Ponyville, but they kept their pace. Before they entered the Everfree Forest, Fluttershy's animals (who had been missing since the Decepticons took over) joined the group. As they weaved through the trees, the Autobots took care to not leave an obvious trail for the Decepticons to follow.

"Just where exactly are we going?!" Twilight asked Goldbug.

"We have a base deep in the woods," Goldbug responded, "We should be there soon!"

After a few more minutes of making their way through the woods, the group finally came upon the doors to the base. Optimus touched the wall, and the doors opened. The Autobots and ponies quickly entered the base. Once everyone was inside, Grimlock grabbed both of the doors and closed them shut. They had made it.

Optimus looked around. The ponies had collapsed to the ground in exhaustion from the run. Most were panting heavily. Others were crying. And a few simply sat in silence, taking in what just happened. He looked to his Autobots. Four of them; Jazz, Warpath, Powerglide, and Beachcomber; were left behind in the battle.

Optimus sighed heavily.

Overhead, deeper in the base, he could hear the Aerialbots and Skyfire landing in the hanger. He noticed motion coming from the halls. Entering the main room came the few who Optimus had told to stay behind and guard the base: Spike Witwicky, Perceptor, the Protectobots, and Wheelie.

Spike frowned, Perceptor crossed his arms and sighed, Wheelie looked shocked, and the Protectobots immediately began first aid on those who had made it.

Celestia approached Optimus. "Optimus…"

"We failed you, Celestia. _I_ failed you."

"Do not say that. You saved my ponies, and you have brought hope for a rebellion against Galvatron!"

"Perhaps. Who among you followers are currently with us?"

"Myself, Luna, General Shining Armor, Princess Cadence, Twilight, Fluttershy, Applejack, Pinkie Pie, Rainbow Dash, Rarity, Derpy, Lyra, Bon Bon, Dr. Whooves, Vinyl, Spike, Apple Bloom, Sweetie Belle, Scootaloo, Big Macintosh, one dozen of the Canterlot guard, and, somehow; I don't know why don't ask; a few of our pets."

"Hmm, I was hoping that we had managed to save more of them."

"I agree. And what of your Autobots? Many of them here we have not yet met."

Optimus straightened his position. "Autobots! Line up!" He cried out. The Autobots did as Optimus commanded and lined up against the cave wall. "Citizens of Equestria, may I have your attention please. Now many of you already know who we are. We are the Autobots, your friends, while those who enslaved you are the Decepticons, our enemies."

The ponies present nodded. All of them had played a part in some way during the first Autobot/ Decepticon incident.

"Now some of us you already know. I; Optimus Prime, Goldbug; whom you once knew as Bumblebee, Perceptor, Cliffjumper, Grimlock, Slag, Sludge, Snarl, Swoop. You all also know Jazz, Powerglide, Warpath, and Beachcomber. However, I am sorry to say that during the recent battle, the Decepticons got them. I fear for their lives, and I wish I could have done more."

The ponies let out nervous gasps and began murmuring amongst themselves. The concept of being uncertain of a friend's fate, several friends, in this case, and during a _war_, was not a welcome feeling.

"But there are new friends you must meet as well. I would like you all to say hello to Ultra Magnus, Hot Rod, Wheelie, Arcee, Blaster, Kup, and Springer, Blurr, and Spike."

Spike (the dragon) stepped forward. "Hold up. His name is Spike too?"

Spike (the human) crossed his arms. "Yeah? What of it?"

"But my name's Spike too. That might complicate things."

"Hmm, yeah, that's true. Tell you what, how about you guys just call me Witwicky from now on?"

"Witwicky? Sure, I guess."

"Now that we have that matter dealt with," Optimus said, "We can continue with our introductions."

He motioned to the Protectobots. "These are the Protectobots. Their names are Hot Spot, First Aid, Groove, Blades, and Streetwise. Now, where are- ah. There they are." The flying Autobots had entered the room. "Meet Skyfire. Also, say hello to the Aerialbots: Silverbolt, Slingshot, Fireflight, Air Raid, and Skydive."

"Thank you for giving us a proper introduction, Optimus," Celestia said, "But, I have two questions."

"Hm?"

"How did you know of our plight? And how did you build this base?"

"The answers to those questions are rather curious, Princess Celestia."

"How so?"

"They share the same answer."

"Really?"

"We found out about the Decepticons' activities via an anonymous message. We have no clues or ideas for as to who sent it."

"An anonymous message?"

"Yes. And when we did come to Equestria, we immediately picked up a strange signal that led us here to this base."

"Wait Optimus, you mean to say that you and the Autobots did not create this formation, but someone, or something else did to fit your needs for a base?"

"Yes."

Celestia put a hoof to her chin in thought. "Then that means…"

"That someone is helping us. Somebody- as I said we do not know who- went out of their way to alert us to your predicament, and create an entire base for us."

"Is there a possibility that our unseen ally is here, in Equestria?" Luna asked.

"I would bet my life on it." Optimus replied.

"Look, I'm just as interested in finding out who our mystery friend is," Ultra Magnus interrupted, "But we can't deal with that right now. We have bigger issues."

Optimus nodded. "You're right. We must keep focused. If we are to hold out, we will need to be well provisioned. Perceptor, did you happen upon any food stores while we were gone?"

Perceptor gave Optimus a slick smile. "Down in the lower levels, I found a room containing enough food for the ponies and energon for us to last a month. Whoever our mystery friend is, they were thinking ahead."

"Anything else?"

"You will never believe this. Bottom floor. We have a fully functional war room."

"…What?"

"That's right. We have electricity, a computer containing all of Teletraan 1's data, a full size meeting table-"

"Wait, go back. Did you just say… Teletraan 1?"

"Yes, Optimus. The fully functional computer I found downstairs contains _all_ of the original Teletraan's data files."

"Everything?"

"Everything."

"How?"

"We'll find that out when we meet our mystery ally."

Optimus rubbed his forehead with his fingers in frustration. This day brought forth problem after problem. He did not want problems, he wanted solutions. No more problems.

Then, it happened.

"Hey, where's Ratchet?" Pinkie asked.

Optimus and the Autobots froze in place.

"And Ironhide?" Applejack said.

"And Sideswipe?" Rainbow said.

"And Sunstreaker?" Rarity said.

"And Prowl?" Twilight asked. "In fact, where is everyone else? Where's Wheeljack and Mirage? Hoist, Grapple, and Tracks?"

The Autobots stayed still, staring at the ground, solemn, grim expressions on their faces.

"Optimus?" Celestia asked in a concerned voice.

Optimus looked to Perceptor. "You said the computer you found contains everything?"

"_Everything_." Perceptor responded. As Perceptor went down the hall, he motioned for the others to follow him. The ponies did not understand what was happening, but the Autobots did. They knew very well. They progressed down the dimly lit halls, going deeper and deeper into the cave. They reached the bottom. A door similar to the entrance of the base was before them. Perceptor opened it, revealing a large room about half the size of the main room. In the center of the room was a rectangular stone table, and at the back wall was a computer with a large screen.

Perceptor walked up to the computer, and began pressing various buttons. "Watch." He said to the ponies. Not that he needed to. The ponies were mesmerized by the computer, confounded by the word making window box before them.

"Is that compu-whatchamacallit gonna tell us where Ratchet and the other Autobots are?" Pinkie innocently asked. Perceptor briefly stopped, trying to think up a proper response.

"Yes," Optimus answered, "Yes it will."

Perceptor found the file he was looking for, and clicked on it. The data showed itself. Perceptor stood aside, looked to the ponies, and pointed at the screen. The ponies, curious, stared up at the screen. They read the data. Then they read it again.

And again.

And again.

And again…

Their hearts skipped a beat.

**AUTOBOT STATUS**

**RATCHET OFFLINE**

**IRONHIDE OFFLINE**

**PROWL OFFLINE**

**SIDESWIPE OFFLINE**

**SUNSTREAKER OFFLINE**

**WHEELJACK OFFLINE**

**MIRAGE OFFLINE**

**TRACKS OFFLINE**

**HOIST OFFLINE**

**GRAPPLE OFFLINE**

There were many other names on the list, but those ten names were the ones the ponies stayed focused on.

Twilight looked to Optimus. "What… what does "offline" mean?"

Optimus did not answer. He turned his head, unable to look her in the eyes.

Twilight's eyes widened, and began to water. One by one, the ponies each slowly began to realize the truth. However, Pinkie still did not understand.

"Offline… that means, uh, they're asleep, right?" Pinkie said. "W-where's Ratchet?"

Optimus kneeled down to her. "Pinkie Pie, please, you must understand."

"Where is Ratchet!?"

"He's gone."

"…_What_?"

"I am sorry."

"B-but-"

"Two years ago, the Decepticons launched a full scale assault on us. They killed many of us. So many of us…"

Pinkie's hair deflated. Her legs began to tremble, and she collapsed on the ground, crying. Her forelegs were crossed over face.

Twilight, Fluttershy, Rainbow, Applejack, and Rarity rushed to her side, trying to comfort her. "It's alright sugarcube," Applejack said in her most reassuring tone, "It'll be alright…"

Pinkie mumbled something.

"What was that?"

"He promised…"

"Huh?"

"He… PROMISED!" Pinkie suddenly stood up. Her friends jumped back in surprise. "HE PROMISED! HE PINKIE PROMISED THAT HE WOULD COME BACK! _THEY_ PINKIE PROMISED THAT THEY WOULD COME BACK! AND NOBODY BREAKS a… pinkie… promise…" She began crying again.

Suddenly, a blur zipped out of the room.

"What was that?!" Kup said.

"It's Rainbow Dash! She's left!" Twilight responded.

"But why?" Fluttershy timidly asked.

"I think I know why," Applejack said. Everyone looked to her. "She's gonna take on the Cons by herself for payback."

"We have to stop her!" Optimus said. "She'll be killed! Autobots, roll out!"

"Wait, Prime!" Ultra Magnus said. "We can't all just go out at once! We need to send in a small, covert team."

"But who do we send!?"

"We will go," Hot Spot said, "We know how to not draw attention to ourselves, are good in a firefight, and if we find Ms. Dash injured, we will heal her."

"Go! Quickly!"

**Elsewhere…**

Rainbow Dash shot straight out of the hanger of the Autobots' base, tears streaking from her eyes. Her friends from long ago, dead. Almost all of them, dead. Killed by the Decepticons. But she would avenge them. 'Even if it's the last thing I ever do…'

**Elsewhere…**

Ramjet, Thrust, and Dirge stood sentry on a mountain cliff. Thrust was picking at his joints. "Grr… I still have ash in my hard to reach places."

"Enough whining," Ramjet ordered, "Just get that scrap out of you and be done with it. Galvatron put us on lookout duty, so if we see any of the Autobots or escapee ponies, we slag 'em."

"I'm itching for a little payback." Dirge said as he checked his blasters. He looked out to the horizon. "Hey! What's that?" A ways off, a blue object was flying at high speeds.

The three conehead Seekers zoomed their optics in on the flying object. "It's that rainbow one," Ramjet said, "Get her."

**Elsewhere…**

Rainbow Dash was deciding where she should strike first. Canterlot was too well defended, Ponyville was practically barren of Cons, and Cloudsdale-

Lasers zoomed past her. "What the?" She looked back. The Decepticons Ramjet, Thrust, and Dirge were on her tail, firing at her. She expertly maneuvered around their shots, staying ahead of them. Then, for the briefest second, Ramjet caught up to her, transformed into his robot form, and hit her. Rainbow Dash lost her bearings and began falling to the ground. She got herself together just as she was one hundred feet from landing.

She flapped her wings, and quickly decreased in speed. However, she still crashed. Rainbow Dash skidded into the earth, and came to a stop. Her body felt sore, she could barely move. She looked up. The Seekers were coming straight at her at full speed, with Ramjet in the lead, his nose cone aimed right at her.

'They're gonna crush me!'

Ramjet was a mere fifty feet from Rainbow Dash.

Then, from Rainbow Dash's right, a missile hit Ramjet. The Seeker spun to her left and crashed, just barely missing her. A fourth new jet suddenly appeared, and shot down Dirge. The new jet was fired upon by Thrust. The two jets had a brief dogfight, but Thrust was shot down when the new mystery jet pulled back and got behind Thrust.

'Who is this guy?' Rainbow Dash asked herself.

With all three of the Seekers down, Rainbow Dash's savior turned and flew towards her. The jet spun upwards, transformed into its robot form, and landed right in front of her.

Rainbow Dash's eyes widened in horror. She knew this Cybertronian. "_No_…"

The Cybertronian looked down upon her and smiled.

"What a treat! You and me, _alone_…"


	7. The Most Notorious Traitor

"_Starscream_!" Rainbow Dash spat.

The Seeker chuckled. "So you _do_ remember me, Rainbow Dash?"

Rainbow tried to push herself up in a more upright position, but to no avail. "What do you want?"

Starscream reached down to pick her up. As his metallic fingers wrapped around her, Rainbow panicked and began struggling, expecting him to squeeze her until her head popped off. But no. Instead, Starscream held her at eye level, and kept his palm flat so she could balance her footing.

Rainbow Dash was more than confused at her current situation. Here she was, in the palm of the enemy, but he hadn't killed her. She looked up at him with a mixed expression of fear and suspicion. "What are you up to?"

"Isn't it obvious? I want to help."

"But you're a Decepticon! You helped take over Equestria!"

"No. No I did not."

"Liar!"

"Well then, Rainbow Dash, did you specifically see me _anywhere_ during the invasion?"

"Yeah… no. No, I didn't. Where were you anyways?"

"I'm rouge. I no longer serve that slag mouth Galvatron."

"Then what _were_ you doing this whole time?"

Starscream did his signature smug grin. "Tell me, who did you think it was that tipped off the Autobots?"

**Elsewhere…**

Chaos.

That was the one perfect word to describe the recent events in Equestria.

Chaos.

Celestia's statue garden was quite impressive to say the least. There were many specimens, large and small, heroic and villainous. But there was one statue that everypony kept their eye on. In the center of the garden was a statue of a draconequus, stuck in a position of horror.

*_**CRACK**_*

A small crack appeared on the chest of the statue.

*_**CRACK**_*

The crack grew larger. And as it grew larger, the magic of the elements grew weaker.

*_**SHATTER**_*

Discord was freed from his prison, and fell to the ground. However, unlike last time, he was not in a "rejoiceful" mood.

"AH! RAINBOWS! PAIN! STOP IT! GAH!" Discord was lying on the ground, his hands covering his head. He was shaking uncontrollably. It took almost half a minute for him to muster enough courage to cautiously lift one of his claws, allowing Discord to view and observe his surroundings. He stood up and did a quick 360 degree turn.

"What's this? No elements… no ponies… no _Twilight Sparkle_…" He patted himself on his torso. "…And I'm not trapped as a statue anymore."

Discord grinned. "Hee hee ha HA HA HA HA HA! I AM FREE ONCE MORE! Now I get back to spreading some good 'ol fashioned chaos!"

But before Discord could so much as snap his fingers, he stopped. Many thoughts were bothering him at the moment.

'_Now hold on Discord_,' He thought to himself, '_Let's think of a plan first. Okay, first, steal the Elements again. But hide them in a more creative spot. Top of a mountain? Nah, too cliché. And boring. Bleh. Bottom of a river? No. Hmm… ah ha! The caverns under Canterlot would be a suitable twist. Yesss…_'

He stopped again.

'_Wait. Last time I got out, it was thanks to those three little brats. But… I did not see anypony nearby. Oh ho ho- that must mean there is a lot of chaos going on Equestria! Oh this is just too good! But to whom do I owe thanks to?_'

Discord shrugged his shoulders. "Meh. Doesn't matter. Now then, off to Canterlot!"

With a snap of his fingers, Discord was gone in a puff of smoke.

**Elsewhere…**

Skyfire, Cliffjumper, and the Mane 6 nervously paced around the hanger.

"I should've gone out to get her. I should have been me." Skyfire ranted to himself.

"Easy there Skyfire," Cliffjumper said, "We needed to send out _covert_ bots. Optimus doesn't want to draw any attention from the Cons. And, well, you're a pretty hard bot to miss."

"Hey Cliff, these Protectobots can be relied on, right?" Applejack asked, trying to change the subject somewhat.

"The Protectobots? Oh yeah. I have complete faith in Hot Spot's competence. Trust me, they'll find Dash."

AJ smiled. "Well that's good to hear- _**what in tarnation**_?"

The Autobots and ponies turned to what Applejack was referring to and were more than alarmed to see an unidentified jet flying towards them. The jet slowed down, transformed, and touched down on the hanger floor.

"S-STARSCREAM," Cliffjumper yelled as he and Skyfire drew their guns, "BUT HOW? NEVER MIND! YOU'RE GOING DOWN!"

"Nah, ah, ah. I wouldn't do that if I were you." Starscream opened his palm, revealing Rainbow Dash. The two Autobots hesitated, and lowered their weapons.

The ponies took defensive stances. "Release her!" Twilight demanded.

"As you wish," Starscream simply said. He knelt down and lowered his hand, allowing Rainbow Dash to safely hop off. "You see? I come in pea- OOF!"

Skyfire and Cliffjumper had tackled Starscream. Skyfire was holding Starscream down on the ground by the arms, while Cliffjumper was standing on his chest, his blaster aimed at his face.

"WAIT!" Rainbow Dash suddenly cried out as she jumped in front of Cliffjumper's gun. "Don't kill him!"

"Dash! The slag are ya doing?"

"You can't offline him yet Cliff!"

"Dash, you are my friend, but you're trying to defend a _Decepticon _for scrap's sake! Give me _one_ good reason why I shouldn't finish him."

"Because he can help us. Heck, he already has!"

"What are you talking about?"

"Starscream's our mystery ally!"

"_What_? Like slag he is!"

"Well then, Cliffjumper, who do you think it was who sent you that video?" Starscream sneered.

Cliffjumper growled.

"And how else would I know the location of this base I built for you, when I never even bothered tricking Rainbow Dash?"

"You could have just been spying on us." Skyfire suggested.

"I was busy spying on Galvatron as he enslaved your pony friends, while _you_ were screwing around on your newly revived Cybertron."

"_Don't you dare try to guilt trip us, CON_!"

"Listen to me! I am a rouge Decepticon! Do you hear me? _Rouge_. I want Galvatron and his lackeys defeated just as much as you do! I could have let Ramjet and the other Seekers kill Rainbow Dash, but no, I decided to _save_ her. And I say this with all of my sincerity; I wish to help you. I do not want to be a Con anymore. Please, let me join your side."

The two bots and ponies skeptically looked to one another. "Do you mean it Starscream?" Skyfire asked.

"Yes my old friend. I realize now that it does not pay to be evil. I should have joined you when you defected to the Autobots, a long time ago."

The ponies looked up at Skyfire in shock. "Wait, _you_ were a _Con_?" Applejack exclaimed.

"Unfortunately, yes. I was a Decepticon before I defected to the Autobot side."

"So, then there really is a chance for Starscream to turn good?" Fluttershy inquired.

"Hold up you guys," Cliffjumper interrupted, "First of all, Skyfire, you were a Decepticon for only a few hours before you joined us. Screamer here has been a Con for millions of years. Second, this is _STARSCREAM_ we're talking about! He's probably plotting against us as we speak!"

"I know how to keep him from betraying us." Pinkie said stepping forward.

She uncharacteristically waved a dismissive hoof in a serious manner towards Skyfire and Cliffjumper. The two Autobots were surprised by this and, they did not know why, stepped away from Starscream. Starscream got back on his feet, and knelt down to Pinkie Pie.

'She is much more different since I last saw her,' Starscream thought to himself. Pinkie Pie's mane was straight and flat, unlike its usual poofy and comical appearance. Also, her eyes looked unusually dark and grim, and somehow her bright pink fur was a slightly darker shade.

"So, you want to help us?" Pinkie asked.

"Yes." Starscream replied.

"Do you promise to help us defeat the Decepticons?"

"I promise."

"And that you will not turn against us?"

"I swear that I will remain loyal to you."

"Do you _Pinkie Promise_ that?"

"Pinkie what?"

"Pinkie Promise! Do you Pinkie Promise that you will be our loyal friend?"

"… I Pinkie Promise."

"Recite this oath. Cross my heart, hope to fly, stick a cupcake in my eye. _Say it_."

Starscream put his right hand over the left side of his chest. "Cross my heart, hope to fly, stick a cupcake in my eye, I Pinkie Promise that I will forever remain your loyal friend."

Pinkie seemed to lighten up a little bit. "Alright. He's good."

"What? Just like that?" Cliffjumper incredulously asked.

"He won't double cross us, because _**nobody**_ breaks a Pinkie Promise."

"Fine. But I still don't trust him."

"You don't have to trust me," Starscream said, "You only have to work with me until Galvatron is defeated."

Before the argument could continue Optimus and Celestia suddenly entered the hanger.

"Has Rainbow Dash come back ye-" Optimus stopped. He and Celestia stared dumbfounded at Starscream and how the other Autobots and ponies were relatively calm standing right next to him.

"Optimus, Celestia," Skyfire said as he put his hands up in an attempt to signal the two leaders to not do anything rash, "Don't flip out. We can explain this. Really."


	8. True Chaos

Chapter 8

"This is… interesting." Discord said to himself.

The draconequus was currently sitting on top of the tallest spire in Canterlot, observing the curious sight below him. The city itself looked like it had just finished a massive battle. Some of the buildings had been reduced to rubble. Smoke rose from a spare few locations, indicating that there were either still a few small fires, or they had only recently been put out.

In the streets there were ponies. But they were not happy, smiling, or even looking snobbish. This _is_ Canterlot after all. No, they looked miserable, weary, and humbled.

All of this was fine and dandy for Discord, but what really caught his attention were the giant bipedal monsters that patrolled the streets. They all appeared to wear some sort of armor, their faces vaguely resembled primates, and for the most part were twenty to thirty feet tall. They strolled down the streets much like how Celestia's guards would. However, unlike Celestia's guards, these giants did so in a much more dictatorship- like fashion. They ordered ponies to move out of their way regardless of what they were doing, and occasionally threatened them by pointing strange looking sticks at them, which the ponies seemed to fear very much. It was very clear to Discord that these giants had invaded Equestria, successfully defeated Celestia…

…and had caused enough chaos for him to break free again.

"Well, it would be rude of me to not give my thanks…" Discord mused to himself as he twirled his beard. "Then again, they do look dangerous, and it would probably be in my best interest to not give them a head's up. Then again, trolling them would be quite fun, and I am very curious as to what these things are. Besides, I'm the Spirit of Chaos! What could they possibly do to me?"

His mind made up, Discord began searching for a target. One giant in particular caught his attention. It was noticeably a little taller than most of them, was a purple- ish blue color, and had a pair of tall horns on its head. Also, it appeared to be giving orders to some of the other giants. This meant it was a figure of authority, so perhaps Discord could get some answers out of it. Maybe it was their leader?

Discord snapped his fingers, disappeared in a puff of smoke, and reappeared on the shoulder of the horned giant a second later.

"Why hello there my friend, do you have a minute to talk?"

The giant jumped a little. "_What the_?!" The giant attempted to swat away Discord with his hand, which was easily dodged by the draconequus.

Discord was casually floating in front of the giant's face. "Now, now, let's not be so hostile. There's just a few questions I would like you to answer."

The giant looked Discord up and down. "What the pit are you?" The giant asked with a hint of revulsion.

"Oh of course where are my manners? I am Discord. And who might _you_ be?"

The giant narrowed its eyes. "I am Cyclonus, second in command of the Decepticons. And you did not answer my question, _organic_. I asked _what_ are you, not _who_ are you."

Discord was slightly taken aback by "Cyclonus'" response. Not only did he reply in a rude and blunt manner, but he replied in a tone that implied that he was superior to him. "Hmph. Very well, since you want to know so much. I am a draconequus, or, more specifically, the Spirit of Chaos!"

"The Spirit of Chaos?"

"Yes!"

"As in the physical embodiment of chaos?"

"Yes, you could say that."

"I don't believe you."

"No? Well then, could the Spirit of Chaos do _this_?"

Discord snapped his fingers. Smoke appeared over Cyclonus' head, enveloping his horns. When the smoke dissipated, Cyclonus' horns had been replaced with a pair of rabbit ears.

"_**WHAT THE SLAG**_?!" Cyclonus roared out in fury and horror at what Discord did to him. Pony and Decepticon alike turned their heads to see what was going on, and stared in shock.

"It's Discord!" Fancypants cried out. "Run for your lives!" Every pony in the general area scattered. Any Decepticons who were present stared at Discord, curious as to how this one freak could install so much fear. Well, he did just give Cyclonus rabbit ears.

"REVERSE THIS ATROCITY! NOW!" Cyclonus demanded.

"Alright, alright, I was just proving a point." Discord snapped his fingers, and Cyclonus' ears were turned back into horns. "So, now do you believe me?"

"I will admit that you… have _magical talent_, but you are _not_ the physical incarnation of chaos."

Now Discord was becoming angry. "And just _what_ exactly makes you think I am not chaos, hm?"

Cyclonus stared at Discord for a moment, and then a sly grin appeared on his face. "That is something best explained by my leader, Lord Galvatron."

Discord cocked an eyebrow. "Lord Galvatron? Never heard of him."

"You will soon. Follow me."

His curiosity piqued, Discord followed Cyclonus to wherever he was leading him. They passed by Scourge, who approached Cyclonus. "Cyclonus, what is that?" Scourge asked pointing to Discord, who was casually floating in the air on his back.

Cyclonus pointed his thumb to Discord. "Get this, this Discord fellow here claims to be the "_Spirit of Chaos_". I'm taking him to see Galvatron."

For a moment Scourge seemed confused, then realization dawned on his face, and he gave a dark chuckle. Discord couldn't but help feel a twinge of nervousness for whatever the two giants seemed to know about.

Eventually the three were at the doors of the Canterlot throne room. Cyclonus opened the doors, and Discord noticed a few changes since he last visited. The lights were slightly dimmed, the stain glass windows were covered over with some metallic looking material, and Celestia's throne and stairs had been replaced with one giant throne chair. Sitting in said throne was a giant. This giant was slightly more bulky than Cyclonus or Scourge, had three horns crowning his head, and was armed with a large cannon on his arm.

"Cyclonus, Scourge, why have you brought forth this pathetic organic before me?" The giant said while eyeing Discord. Discord glared at the insult.

"Lord Galvatron," Cyclonus said, "This organic is a curious specimen. And he claims to be-"

"-The Spirit of Chaos!" Discord interrupted. He disappeared in a cloud of smoke and reappeared in front of Galvatron's face. Cyclonus and Scourge gasped, expecting the draconequus to be incinerated there and then. Instead, Galvatron remained calm, and narrowed his optics.

"What is your name?"

"Discord, oh purplely one."

Galvatron's left optic twitched in annoyance, while Cyclonus brandished his gun. "You insulted Lord Galvatron! Prepare to die!"

"Scourge, hold him back." Galvatron ordered without averting his gaze from Discord. Scourge did as ordered and held Cyclonus back from killing Discord. "So, you are Discord, the Spirit of Chaos?"

"Right you are." Discord smugly replied.

Galvatron folded his arms. "Show me what you can do. Impress me."

"What?"

"Impress me."

"Well I-"

"_Impress me_."

Discord snapped his fingers. A small cloud made out of cotton candy and raining chocolate milk appeared out of nowhere. "Behold! Chaos!"

Galvatron remained unamused. With another snap of his fingers, Discord made a rabbit with out- of- proportionally long legs appear.

*snap*

A bison in a tutu started dancing.

*snap*

A pile of apples formed to create a face.

"Are you not entertained?" Discord announced.

Galvatron's optics shifted from Discord to the various ridiculous sights before him. Then, he started laughing. "Heh heh heh… heh ha ha ha ha! HEH HA HA HA HA HA! YOU? CHAOS? WHAT KIND OF PATHETIC JOKE IS THIS?"

Discord growled. "Show some respect, you stupid brute! Whether you believe it or not, I am the physical incarnation of chaos! I hold power beyond imagining! I once ruled Equestria for millennia, and now, I shall take it over again!"

"You call your little tricks chaos? Ha! This is mere child's play!"

"Oh, and I suppose _you _know what true chaos is?"

"Actually I do, as I not only witnessed it first hand, I also personally met and fought the true physical incarnation of chaos!"

"And who might _that _be?"

"The Chaos Bringer… the Planet Eater… Unicron, the Destroyer."

"… I'm sorry, but did you just say "Unicorn the Destroyer"? Even for me that sounds quite preposterous."

"UNICRON YOU IMEBECILE! Not unicorn! Unicron! _**CRON**_!"

"Cron, shmron, what makes your so called "Chaos Bringer" more qualified as the representation of chaos than I?"

"What part of "_planet eater_" don't you get?"

Discord felt a chill run down his back. Planet eater? Surely that was an exaggeration. "Pft, it's not like you can prove anything to me."

Galvatron darkly grinned. "Look into my eyes. I will show you something."

"This isn't a trick is it?"

"No tricks. I only wish to show you who Unicron was, through my memories. Now shut up and stand still."

"What are you on to- _HIGAGURKURK_."

As soon as the beams that shot out from Galvatron's optics hit Discord's eyes, the draconequus began spazzing out. A bright light obscured his vision, and then all became clear.

There was no sound, but Discord could see everything. From what he was seeing, he was viewing events from Galvatron's perspective. Galvatron was standing on a metallic gold and grey landscape, devoid of life. Two massive curved spires stood far away to Galvatron's right and left, and a strange thin- looking ring arched over him in the sky. That is, if there was a sky. Black space stretched on above Galvatron, with billions of stars blinking in the distance. Discord realized that Galvatron was in space. Galvatron held up some sort of trinket from a chain around his neck, and appeared to be trying to open it, but to no avail.

Discord noticed that the ground had started shaking. Then, the landscape started shifting and changing, as if it was a giant machine. A wall rose up into the air in front of Galvatron, and Discord realized that the landscape _was_ in fact a machine. The ground beneath rose up and flung Galvatron over the changing gears. He landed, and looked up. Discord nearly wet himself.

Whatever Galvatron was on at the moment, it had transformed into a monstrous titan. It looked like Galvatron in terms of body shape, but it was impossibly huge. Gold and grey armor adorned its body, green soulless eyes stared down upon him, a pair of curved horns rose from its head, and two demonic wings flared out from its back.

And Galvatron was standing right on its chest.

'W-what… _is_ that?' Discord thought to himself, barely forming the words as fear took over. He wanted to run, to leave, but he couldn't. He could only leave once the Galvatron in the real world deemed that he had seen enough.

The titan took flight towards a nearby metallic orb, with Galvatron barely hanging on. When the titan finally reached its destination, it brought its hand down on the orb, smashing whatever it was attacking. Discord realized that the orb in question was a _planet_, and that the titan had crushed part of a city. And now, the inhabitants of the planet were fighting back.

Streamlined flying creatures darted around the titan, firing energy blasts. Discord witnessed the titan swat away, blast apart, and even _devour_ the flying creatures. A large vessel which appeared to be a flying ship of some sort came too near the titan, and was destroyed with a single blow from the titan's arm.

Something caught both the attention of Galvatron and Discord. A giant purple ray gun appeared and began firing a series of high- powered blasts at the titan's face. The titan noticed this new challenger and swiped at the ray gun, but somehow missed. The ray gun transformed, and turned into a purple Cyclops.

Shockwave raised his arm cannon and bravely fired several times upon the titan without hesitation. The titan breathed a burst of green fire from its mouth, which Shockwave also dodged. The titan appeared infuriated by its opponent, and fired two beams of raw energy from its eyes.

One of the beams hit Shockwave, and completely vaporized the majority of the left half of his body. The light in Shockwave's eye, which was only inches away from being hit by the beam, flickered, and went out. What was left of Shockwave drifted away from the battle, and disappeared into the empty void of space…

Discord's point of view suddenly shifted when Galvatron turned away from just witnessing the death of one of his most loyal followers, transformed into his cannon mode, and fired at the titan's face.

'No! Don't draw its attention!' Discord tried to yell out, but could only say it in his mind.

The titan looked down at Galvatron. But to Discord, it was looking down at _him_.

'No!'

The titan reached down and picked up Galvatron, who returned to his robot form.

'NO!'

The titan dangled Galvatron over its mouth, and dropped him into the darkness.

'_NOOOOOOO_!'

A flash of light blinded Discord, and he found himself back in the Canterlot throne room. He was on his knees and hands, hyperventilating, shaking. He looked up. Galvatron, Cyclonus, and Scourge were glaring down at him.

"W- what… was _that_?" Discord asked.

"That," Galvatron began, "Was Unicron. He is the _true_ Chaos Bringer. He has devoured countless worlds, killed trillions of lives, and is among the most powerful beings in existence."

"But what about me?! I'm the Spir-"

"You are nothing but a clown!"

Discord flinched.

"Do you hear me? You are nothing but a _sad, pathetic, clown_. A _bad joke_."

"B- but I-"

"You know nothing of chaos. And do you know why? Because _you_ are _not_ chaos. You saw my memories. That was _true_ chaos. Your little tricks? Pathetic."

Discord felt something within himself begin to change, as if his whole purpose in life had been suddenly extinguished. He did not realize it, but the color of his body changed from its usual bright pigments- to a dull grey.

"And now, you will die for wasting my time." Galvatron aimed his arm cannon at Discord, and fired. Discord gave a yell of pain as he was blown backwards, hit the throne room door, and slumped to the ground.

Now although Discord had lost all purpose in life, he did not intend to die like this. Before Galvatron could finish him off, Discord snapped him fingers, and he disappeared.

**Elsewhere…**

Discord reappeared and landed on soft grass. He groaned in pain. That blast from Galvatron had singed some of his fur, and burned his skin. His back ached. He looked around. He was in the middle of a large field. He guessed that he was somewhere west of Ponyville. Not that it mattered. What he had seen… what he had been told… if _that_ was chaos, then what was he fighting for? His entire view on life had been shattered. He felt useless, pointless. He felt sleepy all of a sudden, and his vision began to fade out.

Discord could faintly hear voices. He couldn't see anything, but he could tell someponies were nearby.

"Hey Hot Spot! I found something!"

"Be careful First Aid! We don't know if it's dangerous."

"But it's injured! Besides, it looks like a pony. Maybe it escaped from the Decepticons?"

"Fine, we'll take it back to base for medical attention…"

**Sometime later…**

Discord started waking up. He mumbled. He could see blurry figures surrounding him, looking down at him, speaking in unintelligible voices. Everything started to become clearer. From what he could tell he was lying down on a bed with a light over his head. He assumed he was in a hospital. He looked up to whoever was observing him, and would have panicked had he been his "normal" self. However, given his current state, he just didn't give a damn.

Princesses Celestia, Luna, and the Elements of Harmony were staring down at him with stern hostile looks. Behind them were several more of the giants Discord had met earlier, although they seemed somewhat different than the likes of Galvatron or Cyclonus. In fact, they seemed rather curious of him.

A red and white giant was closer than the rest, and seemed to be reading a piece of paper. "According to my analysis, you should need only a few more days in bed, and then you should be all better."

"First Aid, the buck are ya doing?" Applejack bluntly said.

"Treating my patient. Why?"

"That is Discord, the Spirit of Chaos." Celestia explained. "He is one of our greatest enemies, and we must end him before he can start trouble again."

Celestia approached Discord, her horn glowing, when First Aid stepped between her and the draconequus. "And just what do you think _you_ are doing?" First Aid asked.

"Stand aside First Aid, this is business."

"I'm going to treat my patient, and make sure he gets better. Unless _you_ intend to stop me." First Aid said this in a surprisingly hostile and disturbingly creepy tone.

Celestia blankly stared up at the pacifist medic for a moment, and then took a step back. "No." She simply said, not knowing why she was afraid for her safety.

"Oh well that's good to know." First Aid said in a friendly tone and turned his attention back to healing Discord.

Starscream snickered. "Never thought I'd see a sun goddess feel threatened by a peaceful medic."

"Shut up Starscream." Blades said.


	9. Not All is as it Seems

Chapter 9

To say that everybody was on edge would be a gross understatement.

Starscream was enough to deal with as it was, although the ponies trusted him just a little bit more than the Autobots did. However, as soon as the Protectobots brought in Discord, and started giving him medical treatment, things turned downright controversial. The ponies demanded that Discord either immediately be turned to stone, or left to die in the wilderness.

When the Autobots asked why he deserved such things, the ponies explained that Discord was once the cruel ruler of Equestria, and that it was not until Celestia, Luna, and the Elements of Harmony themselves came along that his reign of terror ended. The Autobots at first agreed that he should be dealt with. However, it was pointed out that Discord had not actually _done anything_ yet currently, nor had he shown any ill will toward them yet. It was also reasoned that as an "innocent" organic, it was the duty of the Autobots to make sure that no harm came to Discord. Ultra Magnus added that if they kicked him out, the Decepticons might find him and interrogate him until he told them the location of the base.

Ultimately, despite the objections of the ponies, it was decided that Discord would stay at the base, and be looked after. Bandages were set upon the burns that covered his body, and he was laid down on a makeshift bed in one of the spare rooms. He stayed there, not bothering to cover himself with his bed sheets, blankly staring up at the ceiling with a small frown on his face.

All of the guards the group currently had at their disposal were tasked with guarding him, and were ordered to act should he try any mischief. That night the ponies had much trouble sleeping, expecting the world around them to go completely insane at any moment. But by morning, the laws of physics were still in power. The ponies were confused. At first they expected that Discord had escaped, prompting Celestia, Luna, Shining Armor, and the Elements to run to his room and opened the door to confirm this. They were wrong.

Discord was still laying there, motionless save for his slow, calm breathing and the occasional blinking of his eyes.

Celestia closed the door and turned back to the others. She gave a frustrated sigh. "Why hasn't he done anything yet?"

"Surely he aims to catch us off guard." Luna suggested.

"Yes, of course! That has to be his plan."

"Or maybe those burns he got weakened him, and he's not willing to challenge us yet." Twilight said.

"Or maybe you should talk to him." Optimus said.

The ponies gave a yelp of surprise. None of them had noticed the Autobot leader come up behind them.

"Talk to him, Optimus?" Celestia said.

"That is what I said, Celestia."

"You expect him to just tell us why he is behaving so… _out of character_?"

"Celestia, you have described Discord as a cruel tyrant obsessed with conquering Equestria, and yet he has not shown one sign of being evil. Perhaps he has turned over a new leaf."

"_Discord_ turn over a new leaf? Oh Optimus, I never took you for a comic!"

Optimus had his hands on his hips, and was looking down at Celestia much like how a parent would be expecting an explanation out of their child.

"You're serious?"

"Your only chance at getting any answers about Discord is to talk to Discord himself."

Celestia reluctantly looked down at the rock floor, kicking a small pebble towards the wall.

"Talk to Discord, and then come down to the war room. We are planning a mission." Optimus left and disappeared down the dark hall.

Everypony traded nervous glances amongst one another. With some hesitation, Celestia, Luna, and the Mane 6 entered Discord's room. The draconequus still hadn't moved a muscle. They surrounded his bed, four on either side. Discord didn't even so much as shift his eyes toward them in acknowledgement.

Celestia cleared her throat. "Discord."

No answer.

"Discord! We want answers."

Discord lazily looked to Celestia, then back at the ceiling.

"We know what you are planning. Now tell us, and we might spare you any agony. What is your plan to take over Equestria?"

"What would the point of that be?" Discord calmly said without shifting his gaze.

"Do not play us for fools, villain!" Luna yelled. "We know that you are planning to spread eternal chaos!"

Discord turned to face the princesses. He had a serious, very uncharacteristic look on his face. "Chaos? You honestly think all the mayhem I caused in my lifetime was chaos? No, that was not chaos. That was tomfoolery. A bunch of bad jokes."

For the briefest moment, the ponies felt a twinge of concern for Discord.

"Discord, are thou… _okay_?"

"No. No I am not okay, young Luna." Discord looked back up at the ceiling.

"Are you implying that you do not intend to spread chaos?" Celestia skeptically said.

"Yes," Discord answered, "My days as the Spirit of Chaos are over. I'm… I'm done."

"We shall see. Applejack, is he lying?"

Applejack looked closely at Discord. She studied his breathing patterns, muscle movement, and came to a conclusion. "He's consistently showing no signs of lying, your majesty. I still don't trust him, but I think he's actually telling the truth."

Celestia still wasn't satisfied. "Why the sudden change of heart, Discord?"

"What I have seen… what I have learned…" Discord spoke as if he was a veteran who just returned from a brutal and bloody war. "Celestia, have you ever wondered what it would be like if for your whole life you thought you were the top of your game, the best at what you did best, and then suddenly someone came along and proved you to be nothing more than a second- rate joke?"

Celestia was surprised at this response. She raised an eyebrow.

"That is why I do not intend to spread chaos anymore, Celestia. Because there is no point. Out there, there is an entity that is better at spreading chaos than me. And it's not even the same _kind_ of chaos! When I spread chaos, all I ever really did was unleash a series of never ending pranks. Nopony was ever actually _harmed_, it just made life miserable. But what the Decepticons had showed me…"

"What did they show you?"

"…Unicron."

"Um, pardon? Did you just say "unicorn"?"

"No, not unicorn. Unicron."

"What of it?"

"Unicron is a monster of impossible proportions, capable of unimaginable death and destruction. What I saw was merely a memory from that Galvatron fellow. But it all felt so real. So… _terrifying_."

The ponies nervously glanced at one another.

"Celestia, can you do me a favor?"

"Eh… yes?"

"Kill me."

"_**WHAT**_?" Everypony cried out.

"Please! End my suffering! I cannot go on living knowing that I am not the true incarnation of chaos! _END ME_!"

Celestia was at a loss for words. "I- I, but… no."

"Do it!"

"I will not kill you Discord." Celestia opened the door. "Come along everypony, Optimus is expecting us in the war room."

Discord continued begging as the ponies quickly left the room. "NO! Don't go! Please, put me out of my misery! At least use the Elements of Harmony on me! AT LEAST USE THE ELEMENTS OF HARMONY ON ME!"

Celestia closed the door and ran to catch up with the others.

As soon as they were gone, a lone figure stepped out from the shadows of the opposite end of the hall.

Starscream's curiosity had been piqued. 'Elements of Harmony, huh?' He thought to himself. 'They must be very powerful weapons to be able to stop such a hated and supposedly powerful foe.'

The guards who had been present earlier were gone now, participating in the meeting down in the lower levels, leaving Starscream free to enter Discord's room. He did so, and lowered himself into a sitting position next to the draconequus.

"Hm? Who are you?" Discord nonchalantly said. Starscream was mildly surprised that he had managed to recover from his earlier outburst so fast.

"I am Starscream. Don't worry Discord, I am an ally."

"What do you want?" Discord asked in a bored manner.

"I couldn't but help overhear your previous discussion, and I was hoping you could shed some light on a few confusing topics."

"Like what?"

"Tell me, what is so special about these… _Elements of Harmony_…"

**Elsewhere…**

Optimus Prime sat at the head of the stone table. At the opposite end was Princess Celestia. Occupying the seats in between on either side of the table were Luna, the Mane 6, Shining Armor, Cadence, Spike, Witwicky, Ultra Magnus, Kup, Hot Spot, Skyfire, and Silverbolt. The royal guards flanked the walls on Celestia's side. After a short wait everyone else began filing into the room. They stood against the walls, waiting.

"Is everyone here?" Optimus said.

"Everyone, except for that slagger Starscream." Springer said.

"Be careful who you say that to."

Everyone looked to the room entrance. Starscream walked in, and took a seat at the table.

"Where were you?" Arcee suspiciously asked.

"Up in the hanger," Starscream answered, "It took me a little longer to get down here than the rest of you."

The Autobots eyed Starscream for a moment.

"Now that we are all here, I would like to bring our attention to the purpose of this meeting." Optimus said, standing up. All eyes and optics looked to him. "I will cut to the chase. The purpose of this meeting is to discuss the possibility of a covert infiltration mission in Canterlot."

"Covert infiltration? You mean like sneaking in?" Rainbow Dash asked with a hint of excitement.

"That is exactly what I mean, Rainbow Dash. To take on the Decepticons head on right now as we are would be suicide. However, if a small team could sneak in, and cripple them from the inside, we may have a chance at winning this war."

"And I trust that you have a plan for such a risky mission?" Celestia inquired.

"Yes, yes I do. Perceptor, do you have the map?"

"Yes Prime." Perceptor stepped forward and laid out a large map that depicted Canterlot, the Everfree Forest, Cloudsdale, and Ponyville.

Optimus began explaining his plan.


End file.
